Common use of Participations and Assignments Clause in Contracts

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The Participations and Assignments (A) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of Borrower, Banks, and Agent and their respective successors and assigns; provided, however, that Borrower hereby acknowledges may not assign, transfer or delegate any of its rights, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of Agent and agrees Banks. Banks may assign, sell and transfer their interests, rights and obligations under this Agreement and the other Loan Documents only in accordance with this Paragraph 10.8. (B) With the prior written consent of the Agent and the Borrower, not to be unreasonably withheld, any Bank may assign to one or more Eligible Assignees all, or a proportionate part of all, of its interests, rights and obligations under this Agreement and the other Loan Documents; provided, however, that so long (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's interests, rights and obligations under this Agreement, (ii) the amount of each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) the entire amount of such Bank's Loans or (B) the principal amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, and (iii) the parties to each such assignment shall execute and/or deliver to Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of $3,500 payable to Agent. Upon such execution, delivery, acceptance and recording, from and after the "Effective Date" specified in the Assignment and Acceptance, which "Effective Date," unless Agent otherwise agrees, shall be not earlier than five Business Days after the date of acceptance and recording by Agent (provided, however, that, as between the assigning Bank and the assignee thereunder only, the effective date shall be the effective date of execution and delivery as between such Persons as specified in the Assignment and Acceptance), (A) the assignee thereunder shall be a Bank is not under this Agreement and, to the extent provided in default such Assignment and Acceptance, have the interests, rights and obligations of a Bank hereunder and (B) the assigning Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its contractual obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning Bank's interests, rights and obligations under this Agreement, such assigning Bank shall cease to be a Bank under this Agreement). Each Bank shall, in a reasonably prompt fashion after it has engaged in any material discussions with an Eligible Assignee that may lead to an assignment referred to in this Paragraph 10.8, notify Agent and Borrower of the identity of such Eligible Assignee so that they will have sufficient time to determine if they are willing to consent. (C) By executing and delivering an Assignment and Acceptance, the assigning Bank thereunder and the Eligible Assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assignee is an Eligible Assignee; (ii) other than as provided in the Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any representations, warranties or other statements made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any Collateral; (iii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any Subsidiary or the performance or observance by Borrower or any Subsidiary of any of its obligations under this Agreement or any other Loan Document; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent Financial Statements and such other agreements, documents, instruments, certificates 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 Agent, such assigning Bank or any other Bank and based on such agreements, documents, instruments, certificates and information as it shall deem appropriate at any the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Bank; and (viii) such assignee makes loans in the ordinary course of its business. (D) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an Eligible Assignee and the required processing and recordation fee, Agent shall, if such Assignment and Acceptance is duly completed and is in the required form, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Banks and Borrower. Within five Business Days after its receipt of any such notice from Agent, Borrower, at its own expense, shall execute and deliver to Agent, in exchange for the surrendered Note or Notes, a new Note or Notes payable to the order of such assignee in the appropriate principal amount(s) evidencing such assignee's assigned Loans and Commitments, and, if the assignor Bank has retained a portion of its Loans and Commitments, a new Note or Notes payable to the order of such assignor in the appropriate principal amount(s) evidencing such assignor's Loans and Commitments retained by it. Such new Note(s) shall be dated the date of the surrendered Note(s) which they replace and shall otherwise be in substantially the form of the surrendered Notes, as appropriate. (E) Each Bank may, without the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Borrower, any Subsidiary or Agent: (a) grant , sell participations to one or more banks in all or any a portion of its Revolving Loan Commitment interests, rights and obligations under this Agreement (including all or any a portion of its Note(sLoans or Commitments) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”)held by it; provided, however, that: that (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had shall remain a Bank for all purposes of this Agreement and the transferee of such participation shall not granted such Participation; constitute a Bank under this Agreement, (ii) such Bank Bank's obligations under this Agreement shall act as agent for all Participants; and remain unchanged, (iii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) the participating banks or other entities shall be entitled to the benefit of the provisions contained in Paragraphs 2.9 and 2.10 to the same extent as if they were Banks, except that no such participant shall be entitled to receive any agreement greater benefit pursuant to which Paragraph 2.9 than its assignor Bank would have been entitled to receive with respect to the rights participated, and (v) Borrower, Subsidiaries, Agent and the other Banks shall continue to deal solely and directly with such Bank may grant a Participation: (x) shall provide that in connection with such Bank Bank's interests, rights and obligations under this Agreement, and such Bank-shall retain the sole right and responsibility to enforce the obligations of Borrower and its Subsidiaries relating to the Borrower hereunder including, without limitation, the right Loans and to approve any amendment, modification or waiver of any provisions provision of this Agreement; (y) , provided that such participation agreement may provide that such Bank will not agree to any modificationamendment, amendment modification or waiver of this Agreement or the other Loan Documents, without the consent of the Participant if such modificationparticipant, amendment or waiver that would (A) reduce the principal of or the rate of interest payable by Borrower on any Loan or reduce any fees payable by Borrower, (B) postpone the any date fixed for any the payment of principal of or interest on the Loans or any fees payable by Borrower, (C) increase any Commitment of any Bank or subject any Bank to any obligation to make Loans, or (D) amend Paragraph 10.3 or any other provision of this Agreement requiring the consent or other action of all Banks. (F) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Paragraph 10.8, disclose to the assignee or participant or proposed assignee or participant any information relating to Borrower or any Subsidiary, the Collateral or the Loan Documents furnished to such Bank by or release on behalf of the Borrower or any Subsidiary; provided, however, that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (in whole or in partsubject to customary exceptions) to preserve the confidentiality of any non-public information received from such Bank. (G) If (i) any Guarantor Bank has demanded compensation under Paragraph 2.9 in an aggregate amount exceeding $5,000 during any calendar year, (ii) it becomes unlawful, impossible or all impractical for any Bank to make or substantially all of continue to maintain Eurodollar Loans pursuant to Paragraph 2.10 and such circumstance is not applicable to NationsBank, or (iii) any Bank is or becomes insolvent or a receiver, conservator or similar authority is appointed for any Bank, then Agent and/or Borrower shall have the Collateral; and (z) shall right, but not relieve the obligation, upon notice to such Bank from its obligationsand Borrower or Agent, which shall remain absoluteas applicable, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrumentdesignate, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of such assignee, an assignee for any such Bank, which assignee shall be an Eligible Assignee mutually satisfactory to Agent and Borrower, to purchase such Bank's Loans and Commitments and assume such Bank's obligations; provided, however, that Borrower shall have the Borrower)right to designate any assignee for NationsBank. Within ten Business Days after any such notice to such Bank and Borrower or Agent, the obligationsas applicable, rights such Bank shall be obligated to sell its Loans and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to itCommitments, and such Bank shallassignee shall be obligated to purchase such Loans and assume such Bank's obligations, pursuant to an Assignment and Acceptance. The purchase price therefor shall be an amount equal to the extent sum of (A) the outstanding principal amount of the Loans payable to such assignmentBank, be released plus (B) all accrued and unpaid interest on such Loans, plus (C) Letter of Credit Interest, plus (D) all accrued and unpaid fees and other amounts due to such Bank pursuant to this Agreement. (H) Notwithstanding anything to the contrary contained in this Paragraph 10.6, any Bank may at any time or from the Revolving Loan Commitment (time to time assign as collateral all or portion(s) thereof) so assignedany portion of its rights under this Agreement with respect to its Loans, Commitments and Notes to a Federal Reserve Bank. An No such assignment fee of $5,000 shall be paid by release the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The Each Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such any Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or or, with the consent of the Borrowers (not to be unreasonably withheld), to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Bank had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or increase the Aggregate Loan Commitment or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default all of its obligations under this AgreementAgreement and the Loan Documents (but only with the consent of ePlus inc. Notwithstanding anything to and the contrary in this Section 11.4, the Borrower Administrative Agent which consent shall not have the right to approve any be unreasonably withheld), provided that each such assignment or Participation shall be in an amount of at least $5,000,000; and (ii) each such assignment by a Bank if of its Note or a Potential Default portion thereof, or Loan Commitment or a portion thereof shall be made in such manner so that the same portion of its Loans, Note and Loan Commitment is assigned to the respective assignee. Upon each such assignment, the assigning Bank shall pay the Administrative Agent an Event assignment fee of Default then exists$3,500.

Participations and Assignments. The Borrower hereby acknowledges and ------------------------------ agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank Lender may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all its share of the Loans or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity Person which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank Lender had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank any Lender may grant a Participation: (xA) shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (yB) such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (zC) shall not relieve such Bank Lender from its obligations, which shall remain absolute, to make Loans Advances as provided hereunder; and (b) assign (i) all or any percent of its share of the Loans or any Note or right, title and its Revolving Loan Commitment. Upon execution interest therein or in and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agentthis Agreement, to the extent required above, the assignee shall have, to the extent (x) a Lender; (y) any Affiliate of such assignment a Lender; or (unless otherwise provided in such assignment with the consent z) any Federal Reserve Bank; or (ii) all or any part of its share of the Borrower)Loans or any Note or right, title and interest therein or in and to this Agreement to a third party; provided, however, that in the obligations, rights and benefits absence of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of the Agent and Borrowers, which consent shall not be unreasonably withheld. Any participations and any assignments pursuant to subparagraph (b) shall be in an amount not less than Five Million dollars ($5,000,000) and, shall not result in the aggregate Maximum Principal Amount of the assigning Lender being less than Five Million Dollars ($5,000,000) unless it is reduced to zero (0). Any assignment pursuant to subparagraph (b) shall require payment by the applicable Lender to Agent of a $3,500 transfer fee. Any assignment pursuant to subparagraph (b) shall be in the form attached hereto as Exhibit H.

Participations and Assignments. The (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that the Borrower hereby acknowledges may not, without the prior consent of the Banks, assign its rights or obligations hereunder or under any other Loan Document and agrees the Banks shall not be obligated to make any Loan hereunder to any entity other than the Borrower. (b) Any Bank may sell to any bank, financial institution or institutions or other entity, and such bank, financial institution or institutions or other entity may further sell, a participation interest (undivided or divided) in, the Loans and such Bank's rights and benefits under this Agreement, the Notes and the Guaranties, and to the extent of that so long participation interest such participant or participants shall have the same rights and benefits against the Borrower under Section 2.15 and 2.17 as it or they would have had if such participant or participants were the Bank making the Loans to the Borrower hereunder, provided, however, that (i) such Bank's obligations under this Agreement shall remain unmodified and fully effective and enforceable against such Bank, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and (v) such Bank shall not grant to its participant any rights to consent or withhold consent to any action taken by such Bank or the Agent under this Agreement other than action requiring the consent of all of the Banks hereunder. (c) Each Bank may, with the prior consent of the Agent, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations, (ii) except in the case of an assignment of all of a Bank's rights and obligations under this Agreement, (A) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000, and in integral multiples of $1,000,000 thereafter, or such lesser amount as the Agent may consent to and (B) after giving effect to each such assignment, the amount of the Commitment of the assigning Bank shall in no event be less than $5,000,000, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit C hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and, a processing and recordation fee of $3,000, and (iv) any Bank may without the consent of the Borrower or the Agent, assign to any Affiliate of such Bank that is a bank or financial institution all of its rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank is not hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in default the case of its an Assignment and Acceptance covering all of the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (d) The Agent shall maintain at its address designated on the signature pages hereof a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any timereasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the consent (which consent shall not be unreasonably withheld) of the Borrower Agent shall, if such Assignment and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its rightAcceptance has been completed, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if accept such Bank had not granted such Participation; Assignment and Acceptance, (ii) such Bank shall act as agent for all Participants; record the information contained therein in the Register and (iii) any agreement give prompt notice thereof to the Borrower. Within ten Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such assignee in an amount equal to the Commitment assumed by it pursuant to which such Assignment and Acceptance and, if the assigning Bank may grant has retained a Participation: (x) shall provide that such Bank shall retain Commitment hereunder, a new Note to the sole right and responsibility to enforce the obligations order of the Borrower hereunder includingassigning Bank in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, without limitationshall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit C hereto. (f) The Banks may, the right in connection with any assignment or participation or proposed assignment or participation pursuant to approve any amendmentthis Section 10.03, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree disclose to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee or participant or proposed assignee or participant any public information relating to the Borrower of an instrument in writing pursuant to which and, provided that such proposed assignee agrees to become or participant executes a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrumentconfidentiality letter, and upon consent thereto by the Borrower and the Structuring Agent, any other information relating to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank (a) Each Lender may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) time grant participations in all or any portion of its Revolving Loan Commitment or any portion of Pro Rata Share in and to its Note(s) or of its right, title and interest therein or in or to interests under this Agreement (collectively, “"Participations”") to any other lending office of such Bank Lender or to any other bank, lending institution or other entity which the granting Lender reasonably determines has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, provided however that: (i) all amounts payable by the Borrower Obligors to each Lender hereunder and voting rights of each Lender hereunder shall be determined as if such Bank Lender had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank any Lender may grant a Participation: Participation (xA) shall provide that such Bank Lender is not delegating and therefore shall retain the sole right and responsibility to enforce the obligations exercise all of the Borrower hereunder its rights and privileges under this Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (zB) shall not relieve release or discharge such Bank Lender from its duties and obligations, which shall remain absolute, hereunder, including its obligation to make Loans advances hereunder; and (iii) upon entering into any such Participation, the Lender granting such participation shall give thirty (30) days prior written notice thereof to Agent. (b) Each Lender may at any time assign all or any portion of its Loans Pro Rata Share (together with its rights and obligations with respect thereto) and its Revolving right, title and interest therein and in and to this Agreement and the other Loan Commitment. Upon execution Documents to a Lender or any Affiliate of a Lender, or to any other bank or financial institution, in each case with thirty (30) days prior written notice to Agent and delivery by the assignee Obligors and subject to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the prior written consent of the BorrowerAgent; provided however that (i) any assignment to another Lender (which is then a party to this Agreement) or to any other bank or financial institution shall be in the minimum amount of Five Million Dollars ($5,000,000.00), ; (ii) the obligations, rights parties to such assignment shall execute an Assignment and benefits Acceptance in the form of a Bank hereunder holding the Revolving Loan Commitment Exhibit "D" hereto and Loans (or portions thereof) assigned to itsuch other documents reasonably requested by Agent, and Obligors shall execute such Bank shallreplacement Line Notes, amendments and other items as may be requested by Agent; and (iii) the parties to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment shall pay Agent a processing fee of Three Thousand Five Hundred Dollars ($5,000 shall be paid by 3,500.00) at the assigning Bank time of providing such assignment to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Agent. (c) Notwithstanding anything to the contrary in contained herein, each Lender may at any time collaterally assign all or any portion of its rights under this Section 11.4Agreement and its Note to any Federal Reserve Bank to secure overnight deposits, provided that no such assignment shall release the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsassigning Lender from its obligations hereunder.

Participations and Assignments. The Borrower hereby acknowledges 5.1 PARTICIPATIONS Any Lender may, in the ordinary course of its business and agrees that so long as a Bank is not in default accordance with applicable law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any obligation owing to such Lender under any Loan Document. In the event of any such sale, (i) such Lender's obligations under the Loan Documents to the other parties to the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible for the performance of its obligations under this Agreementthe Loan Documents, (iii) such Bank may at Lender shall, for all purposes under the Loan Documents, remain the holder of any timepromissory note, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution debenture or other entity evidence of indebtedness under the Loan Documents, and (iv) Borrowers, Lenders and Administrative Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Participants shall have no rights under the Loan Documents except as provided below. No Lender shall sell any participating interest under which has the requisite sophistication Participant shall have any right to evaluate the merits and risks vote on any amendment or waiver of investments in Participations (“Participants”)any Loan Document; provided, however, that: that any agreement under which any Lender sells a participating interest to a Participant may require the selling Lender to obtain the consent of such Participant in order for such Lender to agree or consent to any action described in any of items (a) -- (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) of Section 3. No agreement under which any agreement pursuant Lender sells a participating interest to which such Bank a Participant may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of permit the Participant if such modificationto transfer, amendment pledge, assign, sell participations in or waiver would reduce otherwise encumber its participating interest. If any amount outstanding under the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; Documents is due and (z) shall not relieve such Bank from its obligationsunpaid, which shall remain absolute, to make Loans hereunder; a Participant may have and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, exercise set off rights to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving applicable Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) Document so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsprovides.

Participations and Assignments. The Borrower hereby acknowledges (a) This Agreement shall bind and agrees that so long as inure to the benefit of each signatory, its successors and assigns; provided, however that, Borrowers shall not have the right to assign or delegate their obligations and duties under this Agreement or any other Credit Documents or any interest therein except with the prior written consent of Agent and Lenders. (b) Notwithstanding subsection (c) of this Section 10.8, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank is not in default support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans hereunder to its parent and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower. (c) Each Lender may, with the prior written consent of Agent and (if no Default or Event of Default is outstanding) with the consent of Borrowers, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Notes. In connection with each assignment: (i) the parties thereto shall execute and deliver to Agent, for its acceptance (if properly completed and executed in accordance with the terms hereof) and recording in its books and records, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500) to be paid by the assignee, (ii) no such assignment shall be for less than Twenty Million Dollars ($20,000,000) or, if less, the entire remaining Commitment of such Lender, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of both the Commitment of such Lender and all Loans of such Lender. Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (“Acceptance Date”), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 10.1 which will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Bank may at Lender shall cease to be a party hereto). (d) Within Two (2) Business Days after demand by Agent, Borrowers shall execute and deliver to Agent in exchange for any timesurrendered Note or Notes (which the assigning Lender agrees to promptly deliver to Borrowers) a new Note or Notes to the order of the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. (e) Each Lender may, with the prior written consent of Agent, but without the consent of any other Lender or Borrowers, sell participations to one or more parties (which consent shall not be unreasonably withhelda “Participant”) of the Borrower and the Structuring Agent: (a) grant participations in or to all or any a portion of its Revolving Loan Commitment rights and obligations under this Agreement (including, without limitation, all or any a portion of its Note(sCommitments, the Loans owing to it and the Note or Notes held by it); provided that if such Lender obtains the consents required under this clause (e) or of its right, title and interest therein or in or to then (i) such Lender’s obligations under this Agreement (collectivelyincluding, “Participations”without limitation, its Commitment to Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to any the other lending office parties hereto for the performance of such Bank obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) Borrowers, 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 (v) such Lender shall not transfer, grant, assign or sell any participation under which the Participant shall have rights to approve any amendment or waiver of this Agreement. (f) Each Lender agrees that, without the prior written consent of Borrowers and Agent, it will not make any assignment or sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Advance, Note or other Obligation under the securities laws of the United States of America or of any jurisdiction. (g) In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, Agent or such Lender may disclose any information in its possession regarding Borrowers, their finances and/or Collateral. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other bank, lending institution or and the other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, thatparties hereto as follows: (i) all amounts payable by other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the Borrower hereunder shall be determined as if such Bank had not granted such Participationexecution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) such Bank shall act as agent for all Participantsassigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto; and (iii) such assignee confirms that it has received a copy of this Agreement, together with 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; (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any agreement pursuant other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification make its own credit decisions in taking or waiver of any provisions of not taking action under this Agreement; (yv) such participation agreement may provide assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that such Bank it will not agree to any modification, amendment or waiver perform in accordance with their terms all of the obligations which by the terms of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, are required to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery be performed by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become it as a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsLender.

Participations and Assignments. The (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of Borrower, Banks, and Agent and their respective successors and assigns; provided, however, that Borrower hereby acknowledges may not assign, transfer or delegate any of its rights, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of Agent and agrees Banks. Banks may assign, sell and transfer their interests, rights and obligations under this Agreement and the other Loan Documents only in accordance with this Paragraph 10.8. (b) With the prior written consent of the Agent and the Borrower, any Bank may assign to one or more Eligible Assignees all, or a proportionate part of all, of its interests, rights and obligations under this Agreement and the other Loan Documents; provided, however, that so long (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's interests, rights and obligations under this Agreement, (ii) the amount of each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) the entire amount of such Bank's Loans or (B) the principal amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) no more than three (3) Banks may be parties hereto without first obtaining the prior written consent of the Agent and Borrower; and (iv) the parties to each such assignment shall execute and/or deliver to Agent, for its acceptance and recording in the Register, and Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of $2,500 payable to Agent. Upon such execution, delivery, acceptance and recording, from and after the "Effective Date" specified in the Assignment and Acceptance, which "Effective Date, " unless Agent otherwise agrees, shall be not earlier than five Business Days after the date of acceptance and recording by Agent (provided, however, that, as between the assigning Bank and the assignee thereunder only, the effective date shall be the effective date of execution and delivery as between such Persons as specified in the Assignment and Acceptance), (A) the assignee thereunder shall be a Bank is not under this Agreement and, to the extent provided in default such Assignment and Acceptance, have the interests, rights and obligations of a Bank hereunder and (B) the assigning Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its contractual obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning Bank's interests, rights and obligations under this Agreement, such assigning Bank shall cease to be a Bank under this Agreement). Each Bank shall, in a reasonably prompt fashion after it has engaged in any material discussions with an Eligible Assignee that may at any timelead to an assignment referred to in this Paragraph 10.8, with the consent (which consent shall not be unreasonably withheld) notify Agent and Borrower of the Borrower identity of such Eligible Assignee so that they will have sufficient time to determine if they are willing to consent. (c) By executing and delivering an Assignment and Acceptance, the assigning Bank thereunder and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title Eligible Assignee thereunder shall be deemed to confirm to and interest therein or in or to this Agreement (collectively, “Participations”) to any agree with each other lending office of such Bank or to any and the other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, thatparties hereto as follows: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participationassignee is an Eligible Assignee; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.other

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank Lender may at any time, with the consent : (which consent shall not be unreasonably withheld) a)grant participations in its share of the Borrower and the Structuring Agent: (a) grant participations in all Loans or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity Person which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all i)all amounts payable by the Borrower hereunder shall be determined as if such Bank Lender had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank any Lender may grant a Participation: (xA) shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (yB) such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (zC) shall not relieve such Bank Lender from its obligations, which shall remain absolute, to make Loans Advances as provided hereunder; and (bb)assign (i) assign all or any percent of its share of the Loans or any Note or right, title and its Revolving Loan Commitment. Upon execution interest therein or in and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agentthis Agreement, to the extent required above, the assignee shall have, to the extent (x)a Lender; (y)any Affiliate of such assignment a Lender; or (unless otherwise provided in such assignment with the consent z)any Federal Reserve Bank; or (ii)all or any part of its share of the Borrower)Loans or any Note or right, title and interest therein or in and to this Agreement to a third party; provided, however, that in the obligations, rights and benefits absence of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of the Agent and Borrowers, which consent shall not be unreasonably withheld. Any participations and any assignments pursuant to subparagraph (b) shall be in an amount not less than Five Million dollars ($5,000,000) and, shall not result in the aggregate Maximum Principal Amount of the assigning Lender being less than Five Million Dollars ($5,000,000) unless it is reduced to zero (0). Any assignment pursuant to subparagraph (b) shall require payment by the applicable Lender to Agent of a $3,500 transfer fee. Any assignment pursuant to subparagraph (b) shall be in the form attached hereto as Exhibit H.

Participations and Assignments. The Each Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such any Bank may at any time, with the consent of the Company and First Union, as Agent (which consent consents shall not be unreasonably withheld) of the Borrower and the Structuring Agent: ): (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment, provided that each such assignment shall be in an amount of at least $5,000,000 (unless, after giving effect to such assignment and all other such assignments by such assigning Bank occurring simultaneously or substantially simultaneously therewith, such assigning Bank shall hold no Revolving Credit Commitment or any portion of its Note hereunder). Upon execution and delivery by the assignee to the Borrower Borrowers of an instrument in writing pursuant to which such assignee agrees to become a “"Bank” " hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring AgentBorrower, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An In each such instance, the assignee Bank shall be entitled to receive substituted Notes in its name. Upon receipt of the substituted Notes, the assignee Bank shall xxxx the assigned Notes "canceled" and return them to the Company. Upon each such assignment, the assignee shall pay to First Union, as Agent, an assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists3,500.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this AgreementSubject to Section 8.17, such Bank may at any timeRoyal may, with the consent (of the Borrower, which consent shall not be unreasonably withheld) , subject to the provisions of the Borrower and the Structuring Agent: (a) this Section 8.16 at any time grant participations in in, sell, assign, transfer or otherwise dispose of all or any portion of its Revolving Loan Commitment the Credit Facility or Borrowings (“Facility Disposition”) to any financial institution carrying on business in, and for the purpose of the Income Tax Act (Canada) residing in, Canada; provided no Facility Disposition may be made which would result in an increase in the cost of the Credit Facility to the Borrower. In all cases an assignment shall be of at least $5,000,000 with increments of $1,000,000 and a participation shall be of at least $2,500,000 with increments of $500,000. No Facility Disposition shall be effective until Royal shall have received an instrument (in form and substance satisfactory to Royal) in which the transferee or assignee, as the case may be, shall agree to be bound by all of the terms of the Agreement as fully as though it were an original party hereto except that any participant shall not be entitled to grant subparticipations. The Borrower hereby agrees that, upon compliance with the foregoing, any purchaser, assignee or transferee of all or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable amount owed by the Borrower hereunder under the Agreement: (a) shall be determined entitled to the benefits of the provisions of the Agreement as fully as though it were an original party to the Agreement; and (b) may, subject to the terms of the Agreement, exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all amounts owed by the Borrower to such purchaser, assignee or transferee as fully as if such Bank purchaser, assignee or transferee had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain made advances in the sole right and responsibility to enforce the obligations amount of the Borrower hereunder includingobligation which is sold, without limitation, the right to approve any amendment, modification assigned or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned transferred to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The Borrower Borrowers hereby acknowledges acknowledge and agrees agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan the Commitment or any portion of its Note(s) the Loan or the Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Bank had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any the Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans Advances hereunder; and (b) assign all or any portion of its Loans and its Revolving Loan Commitment. Upon execution and delivery by rights under the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignmentLoan, including an assignment from one Bank to another a Federal Reserve Bank. No assignments will be permitted Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by a Bank at a time when such Bank is in default operation of its obligations under this Agreement. Notwithstanding anything to law, without the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event express written consent of Default then existsBank.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this AgreementEach Bank, such Bank may at any time, shall have the right (subject to the terms of the Co-Lender Agreement) to sell, assign, transfer, negotiate or grant participation interests in the Loan and in any documents and instruments executed in connection herewith. In connection with any assignment by a Bank of all or a portion of its interest in the Loan (i) except in the case of an assignment to a Bank or an affiliate of any Bank, or if an Unmatured Event of Default or an Event of Default shall be continuing, Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all withheld or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its rightdelayed), title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) Administrative Agent must give its prior written consent to such Bank assignment (which consent shall act as agent for all Participants; and not be unreasonably withheld or delayed), (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations amount of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver Commitment of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank subject to each such assignment shall not be less than $10,000,000.00 or such lesser amount if such amount is the Administrative Agent upon consummation entire Commitment of the assigning Bank, and (iv) any assignee shall have a net worth of at least $350,000,000 and total assets of a least $2.5 billion. Within five Business Days after receipt of notice of any assignment, including an assignment from one Bank to another of a Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to 's interest the contrary in this Section 11.4Loan, the Borrower shall not have execute and deliver to Administrative Agent, in exchange for the right surrendered Note or Notes (A) a new Note or Notes to approve any assignment the order of such assigning Bank in a principal amount equal to the applicable Commitment retained by it, if any, and (B) a new Note or Participation by Notes, to the order of the assignee Bank in a Bank if a Potential Default or an Event of Default then exists.principal amount equal to the applicable Commitment assigned to it. Such new Note

Participations and Assignments. The Each Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such any Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or or, with the consent of the Borrowers (not to be unreasonably withheld), to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Bank had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or increase the Aggregate Loan Commitment or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any or all of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower obligations under this Agreement and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment Loan Documents (unless otherwise provided in such assignment but only with the consent of the BorrowerParent and the Administrative Agent which consent shall not be unreasonably withheld), the obligations, rights provided that each such assignment shall be in an amount of at least $5,000,000; and benefits of (ii) each such assignment by a Bank hereunder holding the Revolving of its Note or a portion thereof, or Loan Commitment or a portion thereof shall be made in such manner so that the same portion of its Loans, Note and Loans (or portions thereof) Loan Commitment is assigned to it, and such Bank shall, to the extent of respective assignee. Upon each such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assigning Bank shall pay the Administrative Agent an assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists3,500.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this AgreementSubject to §9.18, such Bank may at any timeRoyal may, with the consent (of the Borrower, which consent shall not be unreasonably withheld) , subject to the provisions of the Borrower and the Structuring Agent: (a) this §9.17 at any time grant participations in in, sell, assign, transfer or otherwise dispose of all or any portion of its Revolving Loan Commitment the Credit Facility or Borrowings ("Facility Disposition") to any financial institution carrying on business in, and for the purpose of the Income Tax Act (Canada) residing in, Canada; provided no Facility Disposition may be made which would result in an increase in the cost of the Credit Facility to the Borrower. In all cases an assignment shall be of at least $5,000,000 with increments of $1,000,000 and a participation shall be of at least $2,500,000 with increments of $500,000. No Facility Disposition shall be effective until Royal shall have received an instrument (in form and substance satisfactory to Royal) in which the transferee or assignee, as the case may be, shall agree to be bound by all of the terms of the Agreement as fully as though it were an original party hereto except that any participant shall not be entitled to grant subparticipations. The Borrower hereby agrees that, upon compliance with the foregoing, any purchaser, assignee or transferee of all or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable amount owed by the Borrower hereunder under the Agreement: (a) shall be determined entitled to the benefits of the provisions of the Agreement as fully as though it were an original party to the Agreement; and (b) may, subject to the terms of the Agreement, exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all amounts owed by the Borrower to such purchaser, assignee or transferee as fully as if such Bank purchaser, assignee or transferee had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain made advances in the sole right and responsibility to enforce the obligations amount of the Borrower hereunder includingobligation which is sold, without limitation, the right to approve any amendment, modification assigned or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned transferred to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The Bank shall have the right ------------------------------ at any time to sell, assign, transfer, negotiate or grant participations to other banks in all or part of the Revolving Line, the Commitment or the obligations of Borrower outstanding under this Agreement or the Notes, and any other documents in connection with this Agreement; provided that any such sale, assignment, transfer, negotiation or participation shall be in compliance with the applicable federal and state securities laws. The Bank agrees to give notice to Borrower of the identity of any such buyer, assignee, transferee or participant prior to consummation of the applicable transaction. The Borrower hereby acknowledges and agrees that so long as any such disposition will give rise to a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) direct obligation of the Borrower and to the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”)participant; provided, however, that: (i) all amounts payable by provided that the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) may rely upon any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder includingwaiver, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modificationconsent, amendment or waiver of this Agreement without the consent of the Participant if such modificationother written advice obtained from Bank pursuant to Section 7.02 hereof. Each buyer, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially assignee, transferee and participant shall be entitled to all of the Collateral; rights of the Bank hereunder and (z) shall not relieve may exercise any and all rights of set-off and banker's lien as fully as though the borrower were directly indebted to such buyer, assignee, transferee and participant in the amount of the consideration for such sale, assignment, transfer or participation, plus any accrued but unpaid interest or fees. In connection with any participation under this Section 7.09, Bank from its obligations, which shall remain absolute, to make Loans hereunder; may disclose any and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by all information concerning the Borrower and the Structuring Agent, its Subsidiaries in its possession to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights participant and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right hereby consents to approve any assignment or Participation by a such disclosure. Bank if a Potential Default or an Event of Default then existsagrees to inform such participant that all such information is confidential.

Participations and Assignments. The (A) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of Borrower, Banks, and Agent and their respective successors and assigns; provided, however, that Borrower hereby acknowledges may not assign, transfer or delegate any of its rights, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of Agent and agrees Banks. Banks may assign, sell and transfer their interests, rights and obligations under this Agreement and the other Loan Documents only in accordance with this Paragraph 10.8. (B) With the prior written consent of the Agent and the Borrower, not to be unreasonably withheld, any Bank may assign to one or more Eligible Assignees all, or a proportionate part of all, of its interests, rights and obligations under this Agreement and the other Loan Documents; provided, however, that so long (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's interests, rights and obligations under this Agreement, (ii) the amount of each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) the entire amount of such Bank's Loans or (B) the principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) no more than three (3) Banks may be parties hereto without first obtaining the prior written consent of the Agent and Borrower; and (iv) the parties to each such assignment shall execute and/or deliver to Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of $3,500 payable to Agent. Upon such execution, delivery, acceptance and recording, from and after the "Effective Date" specified in the Assignment and Acceptance, which "Effective Date," unless Agent otherwise agrees, shall be not earlier than five Business Days after the date of acceptance and recording by Agent (provided, however, that, as between the assigning Bank and the assignee thereunder only, the effective date shall be the effective date of execution and delivery as between such Persons as specified in the Assignment and Acceptance), (A) the assignee thereunder shall be a Bank is not under this Agreement and, to the extent provided in default such Assignment and Acceptance, have the interests, rights and obligations of a Bank hereunder and (B) the assigning Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its contractual obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning Bank's interests, rights and obligations under this Agreement, such assigning Bank shall cease to be a Bank under this Agreement). Each Bank shall, in a reasonably prompt fashion after it has engaged in any material discussions with an Eligible Assignee that may lead to an assignment referred to in this Paragraph 10.8, notify Agent and Borrower of the identity of such Eligible Assignee so that they will have sufficient time to determine if they are willing to consent. (C) By executing and delivering an Assignment and Acceptance, the assigning Bank thereunder and the Eligible Assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assignee is an Eligible Assignee; (ii) other than as provided in the Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any representations, warranties or other statements made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any Collateral; (iii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any Subsidiary or the performance or observance by Borrower or any Subsidiary of any of its obligations under this Agreement or any other Loan Document; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent Financial Statements and such other agreements, documents, instruments, certificates 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 Agent, such assigning Bank or any other Bank and based on such agreements, documents, instruments, certificates and information as it shall deem appropriate at any the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Bank; and (viii) such assignee makes loans in the ordinary course of its business. (D) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an Eligible Assignee and the required processing and recordation fee, Agent shall, if such Assignment and Acceptance is duly completed and is in the required form, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Banks and Borrower. Within five Business Days after its receipt of any such notice from Agent, Borrower, at its own expense, shall execute and deliver to Agent, in exchange for the surrendered Note or Notes, a new Note or Notes payable to the order of such assignee in the appropriate principal amount(s) evidencing such assignee's assigned Loans and Commitments, and, if the assignor Bank has retained a portion of its Loans and Commitments, a new Note or Notes payable to the order of such assignor in the appropriate principal amount(s) evidencing such assignor's Loans and Commitments retained by it. Such new Note(s) shall be dated the date of the surrendered Note(s) which they replace and shall otherwise be in substantially the form of the surrendered Notes, as appropriate. (E) Each Bank may, without the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Borrower, any Subsidiary or Agent: (a) grant , sell participations to one or more banks in all or any a portion of its Revolving Loan Commitment interests, rights and obligations under this Agreement (including all or any a portion of its Note(sLoans or Commitments) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”)held by it; provided, however, that: that (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had shall remain a Bank for all purposes of this Agreement and the transferee of such participation shall not granted such Participation; constitute a Bank under this Agreement, (ii) such Bank Bank's obligations under this Agreement shall act as agent for all Participants; and remain unchanged, (iii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) the participating banks or other entities shall be entitled to the benefit of the provisions contained in Paragraphs 2.8 and 2.9 to the same extent as if they were Banks, except that no such participant shall be entitled to receive any agreement greater benefit or amounts pursuant to which Paragraph 2.8 than its assignor Bank would have been entitled to receive with respect to the rights participated, and (v) Borrower, Subsidiaries, Agent and the other Banks shall continue to deal solely and directly with such Bank may grant a Participation: (x) shall provide that in connection with such Bank's interests, rights and obligations under this Agreement, and such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower and its Subsidiaries relating to the Borrower hereunder including, without limitation, the right Loans and to approve any amendment, modification or waiver of any provisions provision of this Agreement; (y) , provided that such participation agreement may provide that such Bank will not agree to any modificationamendment, amendment modification or waiver of this Agreement or the other Loan Documents, without the consent of the Participant if such modificationparticipant, amendment or waiver that would (A) reduce the principal of or the rate of interest payable by Borrower on any Loan or reduce any fees payable by Borrower, (B) postpone the any date fixed for any the payment of principal of or interest on the Loans or any fees payable by Borrower, (C) increase any Commitment of any Bank or subject any Bank to any obligation to make Loans, or (D) amend Paragraph 10.3, 10.8(E) or any other provision of this Agreement requiring the consent or other action of all Banks. (F) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Paragraph 10.8, disclose to the assignee or participant or proposed assignee or participant any information relating to Borrower or any Subsidiary, the Collateral or the Loan Documents furnished to such Bank by or release on behalf of the Borrower or any Subsidiary; provided, however, that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (in whole or in partsubject to customary exceptions) to preserve the confidentiality of any non-public information received from such Bank. (G) If (i) any Guarantor Bank has demanded compensation under Paragraph 2.8 in an aggregate amount exceeding $5,000 during any calendar year, (ii) it becomes unlawful, impossible or all impractical for any Bank to make or substantially all of continue to maintain Eurodollar Loans pursuant to Paragraph 2.9 and such circumstance is not applicable to NationsBank, or (iii) any Bank is or becomes insolvent or a receiver, conservator or similar authority is appointed for any Bank, then Agent and/or Borrower shall have the Collateral; and (z) shall right, but not relieve the obligation, upon notice to such Bank from its obligationsand Borrower or Agent, which shall remain absoluteas applicable, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrumentdesignate, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the such assignee, an assignee for any such Bank, which assignee shall be an Eligible Assignee mutually satisfactory to Agent and Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of purchase such assignmentBank's Loans and Commitments and assume such Bank's obligations; provided, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignmenthowever, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the that Borrower shall not have the right to approve designate any assignee for NationsBank. Within ten Business Days after any such notice to such Bank and Borrower or Agent, as applicable, such Bank shall be obligated to sell its Loans and Commitments, and such assignee shall be obligated to purchase such Loans and assume such Bank's obligations, pursuant to an Assignment and Acceptance. The purchase price therefor shall be an amount equal to the sum of (A) the outstanding principal amount of the Loans payable to such Bank, plus (B) all accrued and unpaid interest on such Loans, (C) Letter of Credit Interest, plus (D) all accrued and unpaid fees and other amounts due to such Bank pursuant to this Agreement. (H) Notwithstanding anything to the contrary contained in this Paragraph 10.8, any Bank may at any time or from time to time assign as collateral all or any portion of its rights under this Agreement with respect to its Loans, Commitments and Notes to a Federal Reserve Bank. No such assignment or Participation by a shall release the assigning Bank if a Potential Default or an Event of Default then existsfrom its obligations under this Agreement.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this AgreementSubject to §8.17, such Bank may at any timeRoyal may, with the consent (of the Borrower, which consent shall not be unreasonably withheld) , subject to the provisions of the Borrower and the Structuring Agent: (a) this §8.16 at any time grant participations in in, sell, assign, transfer or otherwise dispose of all or any portion of its Revolving Loan Commitment the Credit Facility or Borrowings (“Facility Disposition”) to any financial institution carrying on business in, and for the purpose of the Income Tax Act (Canada) residing in, Canada; provided no Facility Disposition may be made which would result in an increase in the cost of the Credit Facility to the Borrower. In all cases an assignment shall be of at least $5,000,000 with increments of $1,000,000 and a participation shall be of at least $2,500,000 with increments of $500,000. No Facility Disposition shall be effective until Royal shall have received an instrument (in form and substance satisfactory to Royal) in which the transferee or assignee, as the case may be, shall agree to be bound by all of the terms of the Agreement as fully as though it were an original party hereto except that any participant shall not be entitled to grant subparticipations. The Borrower hereby agrees that, upon compliance with the foregoing, any purchaser, assignee or transferee of all or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable amount owed by the Borrower hereunder under the Agreement: (a) shall be determined entitled to the benefits of the provisions of the Agreement as fully as though it were an original party to the Agreement; and (b) may, subject to the terms of the Agreement, exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all amounts owed by the Borrower to such purchaser, assignee or transferee as fully as if such Bank purchaser, assignee or transferee had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain made advances in the sole right and responsibility to enforce the obligations amount of the Borrower hereunder includingobligation which is sold, without limitation, the right to approve any amendment, modification assigned or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned transferred to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The (a) If an Event of Default shall have occurred and be continuing, the Lender may sell participations to one or more financial institutions or other entities (other than the Borrower hereby acknowledges and agrees that so long as a Bank is not in default or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Commitments, the Advances owing to it and the Note); provided that (i) the Lender’s obligations under this Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged, (ii) the Lender shall remain the holder of the Note for all purposes of this Agreement, (iv) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement and (v) no participant under any such Bank participation shall have any right to approve any amendment or waiver of any provision of this Agreement, the Note or any other Loan Document, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Note or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Note or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (b) Notwithstanding any other provision set forth in any Loan Document, the Lender may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations time create a security interest in all or any portion of its Revolving rights under the Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement Documents (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right Advances owing to approve any amendment, modification or waiver it and the Note) in favor of any provisions of this Agreement; (y) such participation agreement may provide that such Federal Reserve Bank will not agree to any modification, amendment or waiver of this Agreement without the consent in accordance with Regulation A of the Participant if such modification, amendment or waiver would reduce the principal Board of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all Governors of the Collateral; and Federal Reserve System. (zc) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or If an Event of Default then existsshall have occurred and be continuing, the Lender may at any time assign all or any portion of the Lender’s Advances or Commitments under this Agreement and the other Loan Documents. Any such assignment shall be in a minimum aggregate amount equal to $1,000,000. (d) The Lender may, in connection with any participation or assignment or proposed participation or assignment pursuant to this Section 7.07, disclose to the participant or assignee or proposed participant or assignee, any information relating to the Borrower furnished to the Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the participant or assignee or proposed participant or assignee shall agree to preserve the confidentiality of any such information of a non-public nature relating to the Borrower received by it from the Lender.

Participations and Assignments. The Borrower Xxxxxx hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such any Bank may at any time, with the consent of Xxxxxx (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: ): (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”"PARTICIPATIONS") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”"PARTICIPANTS"); provided, however, that: (i) all amounts payable by the Borrower Xxxxxx hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Xxxxxx hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower Xxxxxx of an instrument in writing pursuant to which such assignee agrees to become a “"Bank” " hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring AgentXxxxxx, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the BorrowerXxxxxx), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The (A) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of Borrower, Banks, and Agent and their respective successors and assigns; provided, however, that Borrower hereby acknowledges may not assign, transfer or delegate any of its rights, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of Agent and agrees Banks. Banks may assign, sell and transfer their interests, rights and obligations under this Agreement and the other Loan Documents only in accordance with this Paragraph 9.8. (B) With the prior written consent of the Agent and the Borrower, not to be unreasonably withheld, any Bank may assign to one or more Eligible Assignees all, or a proportionate part of all, of its interests, rights and obligations under this Agreement and the other Loan Documents; provided, however, that so long (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's interests, rights and obligations under this Agreement, (ii) the amount of each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) the entire amount of such Bank's Loans or (B) the principal amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) no more than three (3) Banks may be parties hereto without first obtaining the prior written consent of the Agent and Borrower; and (iv) the parties to each such assignment shall execute and/or deliver to Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of $2,500 payable to Agent. Upon such execution, delivery, acceptance and recording, from and after the "Effective Date" specified in the Assignment and Acceptance, which "Effective Date," unless Agent otherwise agrees, shall be not earlier than five Business Days after the date of acceptance and recording by Agent (provided, however, that, as between the assigning Bank and the assignee thereunder only, the effective date shall be the effective date of execution and delivery as between such Persons as specified in the Assignment and Acceptance), (A) the assignee thereunder shall be a Bank is not under this Agreement and, to the extent provided in default such Assignment and Acceptance, have the interests, rights and obligations of a Bank hereunder and (B) the assigning Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its contractual obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning Bank's interests, rights and obligations under this Agreement, such assigning Bank shall cease to be a Bank under this Agreement). Each Bank shall, in a reasonably prompt fashion after it has engaged in any material discussions with an Eligible Assignee that may at any timelead to an assignment referred to in this Paragraph 9.8, with the consent (which consent shall not be unreasonably withheld) notify Agent and Borrower of the Borrower identity of such Eligible Assignee so that they will have sufficient time to determine if they are willing to consent. (C) By executing and delivering an Assignment and Acceptance, the assigning Bank thereunder and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title Eligible Assignee thereunder shall be deemed to confirm to and interest therein or in or to this Agreement (collectively, “Participations”) to any agree with each other lending office of such Bank or to any and the other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, thatparties hereto as follows: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participationassignee is an Eligible Assignee; (ii) other than as provided in the Assignment and Acceptance, such assigning Bank shall act as agent for all Participantsmakes no representation or warranty and assumes no responsibility with respect to any representations, warranties or other statements made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any Collateral; and (iii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain Subsidiary or the sole right and responsibility to enforce the obligations of the performance or observance by Borrower hereunder including, without limitation, the right to approve or any amendment, modification or waiver Subsidiary of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement or any other Loan Document; (iv) such assignee confirms that it has received a copy of this Agreement. Notwithstanding anything , together with copies of the most recent Financial Statements and such other agreements, documents, instruments, certificates 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 Agent, such assigning Bank or any other Bank and based on such agreements, documents, instruments, certificates and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the contrary Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Section 11.4Agreement and the other Loan Documents are required to be performed by it as a Bank; and (viii) such assignee makes loans in the ordinary course of its business. (D) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an Eligible Assignee and the required processing and recordation fee, Agent shall, if such Assignment and Acceptance is duly completed and is in the Borrower shall not have required form, (i) accept such Assignment and Acceptance, (ii) record the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.information contained therein in the Register and (iii) give prompt notice thereof to

Participations and Assignments. (a) The Borrower hereby acknowledges provisions of this Agreement shall be binding upon and agrees inure to the benefit of the parties hereto and their respective successors and assigns, except that so long as a Bank is Borrowers may not in default assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) . Any of the Borrower and the Structuring Agent: (a) grant Lenders may sell participations in all or any portion of its Revolving Loan Commitment or any portion of Notes and its Note(s) or of its rightrights under this Agreement, title the other Transaction Documents, and interest therein in the Collateral, in whole or in or part, in minimum amounts equal to this Agreement (collectively, “Participations”) to any other lending office the lesser of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; $2,500,000 or (ii) such Bank Lender's Pro Rata Share of the Loan Commitments to any commercial bank organized under the laws of the United States or any state thereof; provided, -------- that the sale of any participation shall act as agent for all Participants; and (iii) any require the consent of the Agent. Each agreement pursuant to which any such Bank may grant a Participation: (x) participation is granted shall provide that no such Bank participant shall have any rights under this Agreement or any other Transaction Document (the participants' rights against the Lender granting its participation to be those set forth in the Participation Agreement between the participant and such Lender), and such selling Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve or disapprove any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver provision of this Agreement without the consent or any of the Participant if other Transaction Documents. Each such modification, amendment or waiver would reduce participant shall be entitled to the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all benefits of the Collateral; and yield protection provisions hereof to the extent the Lender granting such participation would have been so entitled had not such participation been sold. (zi) shall not relieve such Bank from its obligationsAny Lender which, which shall remain absolutein accordance with Section 10.12(a), to make Loans hereunder; and (b) assign grants a participation in any of its Loans and rights ---------------- under this Agreement or its Revolving Loan Commitment. Upon execution and delivery by Notes shall give prompt notice describing the assignee details thereof to the Borrower of an instrument Agent and Borrowers. (ii) Unless otherwise agreed to by Borrowers in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrumentwriting, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank no Lender shall, to the extent of such assignmentas between Borrowers and that Lender, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation relieved of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement as a result of such Lender's granting of a participation in all or any part of such Lender's Notes or all or any part of such Lender's rights under this Agreement. Notwithstanding anything . (b) Each Lender may, upon prior notice to and consent of Borrowers and Agent, which consent shall not be unreasonably withheld, from time to time sell or assign to other banking institutions having a Thomson BankWatch Global Issuer Rating of "B" or better all or a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the contrary Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit K attached hereto, executed by the assignor, the assignee and --------- the Borrowers, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Loan Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "ASSIGNMENT AGREEMENTS"), provided that nothing herein contained shall -------- restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Lender of any Note or other obligation hereunder to a Federal Reserve Bank. Any such portion of the indebtedness assigned by any Lender pursuant to this Section 11.410.12(b) shall not be less than ---------------- $5,000,000. Upon the execution of each Assignment Agreement by the assignor, the Borrower assignee and the Borrowers and consent thereto by the Agent (i) such assignee shall not thereupon become a "Lender" for all purposes of this Agreement with Loan Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) the assignor shall have no further liability for funding the right portion of its Loan Commitments assumed by such other Lender and (iii) the address for notices to approve such Lender shall be as specified in the Assignment Agreement, and the Borrowers shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the assignee Lender in the amount of its Loan Commitments and new Notes to the assignor Lender in the amount of the Loan Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged by the Borrowers. (c) The Lender may, in connection with any assignment or Participation proposed assignment or grant or proposed grant of a participation, disclose to the proposed assignee or participant any information relating to the Borrowers furnished to the Lender by a Bank if a Potential Default or an Event on behalf of Default then existsthe Borrowers, provided that Lender shall give the Agent and Borrowers written notice of any proposed assignee or participant prior to the making of any such disclosure.

Participations and Assignments. The Borrower hereby acknowledges (a) This Agreement shall bind and agrees that so long as inure to the benefit of each signatory, its successors and assigns; provided, however that, Borrowers shall not have the right to assign or delegate their obligations and duties under this Agreement or any other Credit Documents or any interest therein except with the prior written consent of Agent and Lenders. (b) Notwithstanding subsection (c) of this Section 10.8, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank is not in default support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans hereunder to its parent and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower. (c) Each Lender may, with the prior written consent of Agent and (if no Default or Event of Default is outstanding) with the consent of Borrowers, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Notes; provided that Xxxxx Fargo Preferred Capital, Inc. may assign to one or more banks or other financial institutions up to fifty percent (50%) of its Commitment as of the date hereof without the prior written consent of Lenders or Borrowers. In connection with each assignment: (i) the parties thereto shall execute and deliver to Agent, for its acceptance (if properly completed and executed in accordance with the terms hereof) and recording in its books and records, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee, (ii) no such assignment shall be for less than $10,000,000 or, if less, the entire remaining Commitment of such Lender, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of both the Commitment of such Lender and all Loans of such Lender. Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (“Acceptance Date”), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 10.1 which will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Bank may at Lender shall cease to be a party hereto). (d) Within 10 days after demand by Agent, Borrowers shall execute and deliver to Agent in exchange for any timesurrendered Note or Notes (which the assigning Lender agrees to promptly deliver to Borrowers) a new Note or Notes to the order of the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. (e) Each Lender may, with the prior written consent of Agent, but without the consent of any other Lender or Borrowers, sell participations to one or more parties (which consent shall not be unreasonably withhelda “Participant”) of the Borrower and the Structuring Agent: (a) grant participations in or to all or any a portion of its Revolving Loan Commitment rights and obligations under this Agreement (including, without limitation, all or any a portion of its Note(sCommitments, the Loans owing to it and the Note or Notes held by it); provided that if such Lender obtains the consents required under this clause (e) or of its right, title and interest therein or in or to then (i) such Lender’s obligations under this Agreement (collectivelyincluding, “Participations”without limitation, its Commitment to Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) Borrowers, 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 (v) such Lender shall not transfer, grant, assign or sell any participation under which the Participant shall have rights to approve any amendment or waiver of this Agreement. (f) Each Lender agrees that, without the prior written consent of Borrowers and Agent, it will not make any assignment or sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Advance, Note or other Obligation under the securities laws of the United States of America or of any jurisdiction. (g) In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, Agent or such Lender may disclose any information in its possession regarding Borrowers, their finances and/or Property. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other lending office Loan Document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Bank assignee confirms that it has received a copy of this Agreement, together with 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; (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (h) Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Agent or any Lender provide any information regarding this Agreement (including related documents), the Receivables, the financial statements, affairs, policies, or business operations of Borrower to any Affiliate or otherwise related company that competes with Borrower or is engaged in the business of consumer finance lending outside the ordinary course of Agent’s or such Lender’s business in administering loans in such Person’s portfolio. Without limiting the generality of the preceding sentence, Agent and Lenders shall not disclose any information about Borrower of any kind or character to Xxxxx Fargo Financial Resources, Inc., Xxxxx Fargo Financial, or any other bank, lending institution consumer finance company outside the ordinary course of Agent’s or other entity which has the requisite sophistication to evaluate the merits and risks of investments such Lender’s business in Participations (“Participants”)administering loans in such Person’s portfolio; provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee prior to the Borrower occurrence of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsDefault, Agent shall not disclose any customer specific information to such Affiliates.

Participations and Assignments. The Borrower Borrowers hereby acknowledges acknowledge and agrees ------------------------------ agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan the Commitment or any portion of its Note(s) the Loan or the Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Bank had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any the Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans Advances hereunder; and (b) assign all or any portion of its Loans and its Revolving Loan Commitment. Upon execution and delivery by rights under the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignmentLoan, including an assignment from one Bank to another a Federal Reserve Bank. No assignments will be permitted Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by a Bank at a time when such Bank is in default operation of its obligations under this Agreement. Notwithstanding anything to law, without the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event express written consent of Default then existsBank.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such (A) Any Bank may at any timesell participations in its Pro Rata Share of the Loans to another Person (each such Person, a "Participant Bank") or, with the consent (prior approval of the Agent, which consent approval shall not be unreasonably withheld) , assign up to 100% of its Pro Rata Share of all, but not less than all, of the Borrower Loans in equal Pro Rata Shares as to each Loan (but in the case of assignments, in an amount not less than the lesser of $1,000,000.00 and the Structuring Agent: (a) grant participations outstanding Loans held by such Bank in the aggregate of all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”the Loans assigned) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”)another Person; provided, however, that: that (iA) all amounts payable by the Borrower hereunder Agent, and the Borrowers shall only be obligated to deal with the Banks and not any of the Participant Banks; (B) any Bank that sells a participation in the Loans shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for obligated to deal with its Participant Banks with respect to all Participants; matters relating to the Loans and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (yC) such any Bank that sells a participation agreement may provide that in the Loans shall perform all obligations of such Bank will not agree to any modification, amendment or waiver of under this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans responsible for fulfilling its obligations hereunder; and (bD) no such Participant Bank shall have any voting rights or rights to consent to approve any matter hereunder; provided further, however, that in addition to the assignments and participations permitted under this Section 8.14, (i) notwithstanding any provisions in this Section 8.14, the Sale and Assignment Agreement dated as of September 11, 1996 between CoreStates and NBD is permitted hereunder, and (ii) any Bank may assign any and pledge, up to 100% of its Pro Rata Share of all, but not less than all, of its Loans and its Revolving Loan Commitment. Upon execution and delivery by Notes to (1) with the assignee to prior approval of the Borrower Agent, which approval shall not be unreasonably withheld, any other Bank, (2) any affiliate of an instrument in writing such Bank or (3) any Federal Reserve Bank as collateral security pursuant to which Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circuit issued by such assignee agrees Federal Reserve Bank without obtaining the Borrowers' approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder; provided, however that if the Agent consents to become an assignment by a “Bank” hereunder having Bank of all or a part of its Pro Rata Share of the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required as set forth above, then the assignee assigning Bank shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from its obligations hereunder with respect to the part of the Loans sold by such assigning Bank. In the event that any Bank assigns all or a portion of its Pro Rata Share of its Commitment, its Term Note and its Second Term Note as permitted under this Section 8.14, the Borrowers will execute and deliver replacement Notes in the form of Exhibit 2.3 hereto upon the request of the Agent and against return of the Notes being replaced. (B) Any Second Revolving Loan Commitment Credit Lender that is not a Bank may sell participations in its Pro Rata Share of the Second Revolving Credit to a Participant Bank or, with the prior approval of the Agent, which approval shall not be unreasonably withheld, assign up to 100% of its Pro Rata Share of the Second Revolving Credit (or portion(s) thereof) so assigned. An assignment fee but in the case of assignments, in an amount not less than the lesser of $5,000 1,000,000.00 and the Second Revolving Credit Advances or Second Revolving Credit Commitment held by or attributable to such Second Revolving Credit Lender) to another Person; provided, however, that (1) the Agent, and the Borrowers shall only be obligated to deal with the Second Revolving Credit Lender and not any of the Participant Banks; (2) any non-Bank Second Revolving Credit Lender that sells a participation in the Loans or assigns an interest in its Commitment shall be paid by the assigning Bank obligated to deal with its Participant Banks with respect to all matters relating to the Administrative Agent upon consummation Second Revolving Credit and this Agreement; (3) any non-Bank Second Revolving Credit Lender that sells a participation in the Second Revolving Credit shall perform all obligations of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of Second Revolving Credit Lender under this Agreement and shall remain responsible for fulfilling its obligations under this Agreement. Notwithstanding anything hereunder; and (4) no such Participant Bank shall have any voting rights or rights to the contrary in this Section 11.4, the Borrower shall not have the right consent to approve any assignment or Participation by a matter hereunder; provided, however, that in addition to the assignments and participations permitted under this Section 8.14, (i) any non-Bank if a Potential Default or an Event Second Revolving Credit Lender may assign and pledge, up to 100% of Default then existsits Pro Rata Share of the Second Revolving Credit and its Second Revolving Credit Notes to (1) with the prior approval of the Agent, which approval shall not be unreasonably withheld, any other Second Revolving Credit Lender, (2) any affiliate of such Second Re- 3.1 hereto upon the request of the Agent and against return of the Notes being replaced.

Participations and Assignments. The Borrower hereby acknowledges (a) This Agreement shall bind and agrees that so long as inure to the benefit of each signatory, its successors and assigns; provided, however that, Borrowers shall not have the right to assign or delegate their obligations and duties under this Agreement or any other Credit Documents or any interest therein except with the prior written consent of Agent and Lenders. (b) Notwithstanding subsection (c) of this Section 10.8, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank is not in default support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans hereunder to its parent and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower. (c) Each Lender may, with the prior written consent of Agent and (if no Default or Event of Default is outstanding) with the consent of Borrowers, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Notes; provided that Xxxxx Fargo Bank, N.A. may assign to one or more banks or other financial institutions up to fifty percent (50%) of its Commitment as of the date hereof without the prior written consent of Lenders or Borrowers. In connection with each assignment: (i) the parties thereto shall execute and deliver to Agent, for its acceptance (if properly completed and executed in accordance with the terms hereof) and recording in its books and records, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee, (ii) no such assignment shall be for less than $10,000,000 or, if less, the entire remaining Commitment of such Lender, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of both the Commitment of such Lender and all Loans of such Lender. Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (“Acceptance Date”), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 10.1 which will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Bank may at Lender shall cease to be a party hereto). (d) Within 10 days after demand by Agent, Borrowers shall execute and deliver to Agent in exchange for any timesurrendered Note or Notes (which the assigning Lender agrees to promptly deliver to Borrowers) a new Note or Notes to the order of the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. (e) Each Lender may, with the prior written consent of Agent, but without the consent of any other Lender or Borrowers, sell participations to one or more parties (which consent shall not be unreasonably withhelda “Participant”) of the Borrower and the Structuring Agent: (a) grant participations in or to all or any a portion of its Revolving Loan Commitment rights and obligations under this Agreement (including, without limitation, all or any a portion of its Note(sCommitments, the Loans owing to it and the Note or Notes held by it); provided that if such Lender obtains the consents required under this clause (e) or of its right, title and interest therein or in or to then (i) such Lender’s obligations under this Agreement (collectivelyincluding, “Participations”without limitation, its Commitment to Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) Borrowers, 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 (v) such Lender shall not transfer, grant, assign or sell any participation under which the Participant shall have rights to approve any amendment or waiver of this Agreement. (f) Each Lender agrees that, without the prior written consent of Borrowers and Agent, it will not make any assignment or sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Advance, Note or other Obligation under the securities laws of the United States of America or of any jurisdiction. (g) In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, Agent or such Lender may disclose any information in its possession regarding Borrowers, their finances and/or Property. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other lending office Loan Document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Bank assignee confirms that it has received a copy of this Agreement, together with 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; (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (h) Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Agent or any Lender provide any information regarding this Agreement (including related documents), the Receivables, the financial statements, affairs, policies, or business operations of Borrower to any Affiliate or otherwise related company that competes with Borrower or is engaged in the business of consumer finance lending outside the ordinary course of Agent’s or such Lender’s business in administering loans in such Person’s portfolio. Without limiting the generality of the preceding sentence, Agent and Lenders shall not disclose any information about Borrower of any kind or character to Xxxxx Fargo Financial Resources, Inc., Xxxxx Fargo Financial, or any other bank, lending institution consumer finance company outside the ordinary course of Agent’s or other entity which has the requisite sophistication to evaluate the merits and risks of investments such Lender’s business in Participations (“Participants”)administering loans in such Person’s portfolio; provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee prior to the Borrower occurrence of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsDefault, Agent shall not disclose any customer specific information to such Affiliates.

Participations and Assignments. The Borrower Jevic hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank CoreStates may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or Commitment, Term Loan Commitment, any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank the CoreStates or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Jevic hereunder shall be determined as if such Bank CoreStates had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank CoreStates may grant a Participation: (x) shall provide that such Bank CoreStates shall retain the sole right and responsibility to enforce the obligations of the Borrower Jevic hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank CoreStates will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank CoreStates from its obligations, which shall remain absolute, to make Loans hereunder; and (b) CoreStates may assign any of its Loans and its Revolving Loan Commitment (but only with the consent of the Jevic, which consent shall not be unreasonably withheld), provided that, each such assignment shall be in an amount of at least $10,000,000 (unless, after giving effect to such assignment and all other such assignments by CoreStates occurring simultaneously or substantially simultaneously therewith, CoreStates shall hold no Revolving Loan Commitment, Term Loan Commitment or Loan hereunder); and (ii) each such assignment by CoreStates of its Loans, or Revolving Loan Commitment or Term Loan Commitment shall be made in such manner so that the same portion of its Loans, Notes, Revolving Loan Commitment and Term Loan Commitment is assigned to the respective assignee. Upon execution and delivery by the assignee to the Borrower Jevic of an instrument in writing pursuant to which such assignee agrees to become a “"Bank” " hereunder having the Revolving Loan Commitment Commitment(s) and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring AgentJevic, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the BorrowerJevic), the obligations, rights and benefits of a Bank bank hereunder holding the Revolving Loan Commitment Commitment(s), Term Loan Commitment(s) and Loans (or portions thereof) assigned to it, and such CoreStates Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment Commitment(s) (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower Jevic shall not have be obligated to consent to any participation or assignment which would result in CoreStates retaining less than 51% of the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsCommitment(s), Loans and Notes.

Participations and Assignments. The Borrower hereby acknowledges This Agreement shall bind and agrees that so long as inure to the benefit of each signatory, its successors and assigns; provided, however that, Borrowers shall not have the right to assign or delegate their obligations and duties under this Agreement or any other Credit Documents or any interest therein except with the prior written consent of Agent and Lenders. Notwithstanding Section 10.7(c) of this Agreement, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank is not in default support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans hereunder to its parent and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower. Each Lender may, with the prior written consent of Agent and (if no Default or Event of Default is outstanding) with the consent of Borrowers, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Notes. In connection with each assignment: (i) the parties thereto shall execute and deliver to Agent, for its acceptance (if properly completed and executed in accordance with the terms hereof) and recording in its books and records, an Assignment and Acceptance, together with any 116549.01103/127129470v.6 Note or Notes subject to such assignment and a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500) to be paid by the assignee, (ii) no such assignment shall be for less than Twenty Million Dollars ($20,000,000) or, if less, the entire remaining Commitment of such Lender, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of both the Commitment of such Lender and all Loans of such Lender. Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (“Acceptance Date”), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 10.1 of this Agreement which will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Bank may at Lender shall cease to be a party hereto). Within two (2) Business Days after demand by Agent, Borrowers shall execute and deliver to Agent in exchange for any timesurrendered Note or Notes (which the assigning Lender agrees to promptly deliver to Borrowers) a new Note or Notes to the order of the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. Each Lender may, with the prior written consent of Agent, but without the consent of any other Lender or Borrowers, sell participations to one or more parties (which consent shall not be unreasonably withhelda “Participant”) of the Borrower and the Structuring Agent: (a) grant participations in or to all or any a portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title rights and interest therein or in or to obligations under this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, all or a portion of its Commitments, the right Loans owing to it and the Note or Notes held by it); provided that if such Lender obtains the consents required under this clause (e) then (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) Borrowers, 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 (v) such Lender shall not transfer, grant, assign or sell any participation under which the Participant shall have rights to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement Agreement. Each Lender agrees that, without the prior written consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; Borrowers and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments it will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve make any assignment or Participation by sell a Bank if a Potential Default participation hereunder in any manner or an Event under any circumstances that would require registration or qualification of, or filings in respect of, any Advance, Note or other Obligation under the securities laws of Default then existsthe United States of America or of any jurisdiction.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this AgreementEach Bank, such Bank may at any time, shall have the right (subject to the terms of the Co-Lender Agreement) to sell, assign, transfer, negotiate or grant participation interests in the Loan and in any documents and instruments executed in connection herewith. In connection with any assignment by a Bank of all or a portion of its interest in the Loan (i) except in the case of an assignment to a Bank or an affiliate of any Bank, or if an Unmatured Event of Default or an Event of Default shall be continuing, Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all withheld or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its rightdelayed), title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) the amount of the Commitment of the assigning Bank subject to each such Bank assignment shall act as agent for all Participants; not be less than $10,000,000.00 or such lesser amount if such amount is the entire Commitment of the assigning Bank, and (iii) any agreement pursuant to which such Bank may grant assignee shall have a Participation: (x) shall provide that such Bank shall retain the sole right net worth of at least $350,000,000 and responsibility to enforce the obligations total assets of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver a least $2.5 billion. Within five Business Days after receipt of notice of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding Bank's interest the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4Loan, the Borrower shall not execute and deliver to Administrative Agent, in exchange for the surrendered Note or Notes (A) a new Note or Notes to the order of such assigning Bank in a principal amount equal to the applicable Commitment retained by it, if any, and (B) a new Note or Notes, to the order of the assignee Bank in a principal amount equal to the applicable Commitment assigned to it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes; such new Notes shall be dated the date of the surrendered Notes which they replace and shall otherwise be in substantially the form of EXHIBIT "A". Canceled Notes shall be returned to the Borrower. Each Bank is authorized to furnish to any participant or prospective participant any information or document that such Bank may have or obtain regarding the right to approve Loan, Borrower or any assignment or Participation by a Bank if a Potential Default or an Event guarantor of Default then existsthe Loan.

Participations and Assignments. (a) The Borrower hereby acknowledges provisions of this Agreement shall be binding upon and agrees inure to the benefit of the parties hereto and their respective successors and assigns, except that so long as a Bank is Borrowers may not in default assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) . Any of the Borrower and the Structuring Agent: (a) grant Lenders may sell participations in all or any portion of its Revolving Loan Commitment or any portion of Notes and its Note(s) or of its rightrights under this Agreement, title the other Transaction Documents, and interest therein in the Collateral, in whole or in or part, in minimum amounts equal to this Agreement (collectively, “Participations”) to any other lending office the lesser of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; $2,500,000 or (ii) such Bank Lender's Pro Rata Share of the Loan Commitments to any commercial bank organized under the laws of the United States or any state thereof; provided, -------- that the sale of any participation shall act as agent for all Participants; and (iii) any require the consent of the Agent. Each agreement pursuant to which any such Bank may grant a Participation: (x) participation is granted shall provide that no such Bank participant shall have any rights under this Agreement or any other Transaction Document (the participants' rights against the Lender granting its participation to be those set forth in the Participation Agreement between the participant and such Lender), and such selling Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve or disapprove any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver provision of this Agreement without the consent or any of the Participant if other Transaction Documents. Each such modification, amendment or waiver would reduce participant shall be entitled to the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all benefits of the Collateral; and yield protection provisions hereof to the extent the Lender granting such participation would have been so entitled had not such participation been sold. (zi) shall not relieve such Bank from its obligationsAny Lender which, which shall remain absolutein accordance with Section 10.12(a), to make Loans hereunder; and (b) assign grants a participation in any of its Loans and rights under this Agreement or its Revolving Loan Commitment. Upon execution and delivery by Notes shall give prompt notice describing the assignee details thereof to the Borrower of an instrument Agent and Borrowers. (ii) Unless otherwise agreed to by Borrowers in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrumentwriting, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank no Lender shall, to the extent of such assignmentas between Borrowers and that Lender, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation relieved of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement as a result of such Lender's granting of a participation in all or any part of such Lender's Notes or all or any part of such Lender's rights under this Agreement. Notwithstanding anything . (b) Each Lender may, upon prior notice to and consent of Borrowers and Agent, which consent shall not be unreasonably withheld, from time to time sell or assign to other banking institutions having a Thomson BankWatch Global Issuer Rating of "B" or better all or a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the contrary Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit L attached hereto, executed by the assignor, the assignee and --------- the Borrowers, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Loan Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that nothing herein contained shall -------- restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Lender of any Note or other obligation hereunder to a Federal Reserve Bank. Any such portion of the indebtedness assigned by any Lender pursuant to this Section 11.410.12(b) shall not be less than $5,000,000. Upon the execution of each Assignment Agreement by the assignor, the Borrower assignee and the Borrowers and consent thereto by the Agent (i) such assignee shall not thereupon become a "Lender" for all purposes of this Agreement with Loan Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) the assignor shall have no further liability for funding the right portion of its Loan Commitments assumed by such other Lender and (iii) the address for notices to approve such Lender shall be as specified in the Assignment Agreement, and the Borrowers shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the assignee Lender in the amount of its Loan Commitments and new Notes to the assignor Lender in the amount of the Loan Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged by the Borrowers. (c) The Lender may, in connection with any assignment or Participation proposed assignment or grant or proposed grant of a participation, disclose to the proposed assignee or participant any information relating to the Borrowers furnished to the Lender by a Bank if a Potential Default or an Event on behalf of Default then existsthe Borrowers, provided that Lender shall give the Agent and Borrowers written notice of any proposed assignee or participant prior to the making of any such disclosure.

Participations and Assignments. The Borrower Hxxx Companies hereby acknowledges acknowledge and agrees agree that so long as a Bank is not in default of its obligations under this Agreement, such any Bank may at any time, time with the consent of the Hxxx Group, Inc. (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: ): (a) grant -41- Credit Agreement February 25, 1999 participations in all or any portion of its Revolving Loan Commitment Note or any portion of its Note(s) Term Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Hxxx Companies hereunder shall be determined as if such Bank had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Hxxx Companies hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Revolving Loan or Term Loan or postpone the date fixed for any payment of principal of or interest on any Revolving Loan or release (in whole Term Loan or in part) any Guarantor increase the Aggregate Revolving Loan Commitment or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunderAggregate Term Loan Commitment; and (b) assign any of its Loans obligations under this Agreement and the Loan Documents, provided it shall retain at least $5,000,000 of the Aggregate Revolving Loan Commitment, $2,500,000 of the Aggregate Term Loan Commitment and shall serve as agent for all its assignees. For so long as First Union shall be the Agent, its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsleast $15,000,000.

Participations and Assignments. The Borrower Company hereby acknowledges ------------------------------ and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (aA) grant participations in all or any portion of its Revolving Loan Commitment Loans, participation in any Letters of Credit, or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Company hereunder shall be determined as if such Bank had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such any Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Company hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan the Loans or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans and participate in Letters of Credit hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrumentassign, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the prior written consent of the Borrower)Agent and notice to the Company, together with the obligations, rights and benefits payment to the Agent of a Bank hereunder holding the Revolving Loan Commitment and Loans $1,500 transfer fee, up to forty-nine percent (or portions thereof49%) assigned to itof its Loans, participations in Letters of Credit, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsCommitment.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a No Bank is not in default may participate, sell, transfer or assign all or any portion of its rights and obligations under this AgreementAgreement without the prior written consent of the Borrower and the Agent, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld, provided that the Borrower's prior written consent shall not be required (a) for participations, sales, transfers or assignments by any Bank to an Affiliate of such Bank or (b) following the occurrence and during the continuation of any Default and provided further that any such participation, sale, transfer or assignment shall be in an amount not less than $5,000,000.00, except that any Bank may sell a participation interest in its Advances to any Person so long as the Bank continues to be the sole financial institution sending billing or other notices to the Borrower and entitled to receipt of notices hereunder from the Structuring Agent: (a) grant participations in all Borrower, the Agent or any portion of its Revolving Loan Commitment the Banks, or calling upon the Borrower, the Agent or any portion of its Note(s) the Banks to discuss this Agreement, the Commitments or any Advance. A Person purchasing such a participation shall have all rights of its right, title and interest therein or in or a Bank pursuant to this Agreement (collectively, “Participations”except as set forth in the immediately preceding sentence and except with respect to Section 9.04) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such a Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve participant with credit information received by such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower or from Agent or which is otherwise publicly available. The Borrower agrees that any participant permitted or consented to under this Section 10.04 shall at any time during the pendency of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent Event of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not Default have the right to approve set off obligations owed to such participant and not paid when due against any accounts or other assets of the Borrower held by, on deposit with or in the possession of such participant. In connection with any assignment of a Bank's interest under this Agreement which is not a participation interest, or Participation by a which would require any modification to the Loan Documents, the Agent will be entitled to receive an administrative fee of $3,500.00 from the assigning Bank if a Potential Default in connection with such assignment, and the assigning Bank or an Event its assignee will be responsible for any additional costs, including reasonable attorneys fees associated with any modification of Default then existsthe Loan Documents.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank Lender may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all its share of the Loan or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity Person which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank Lender had not granted such Participation; and (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank any Lender may grant a Participation: (xA) shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (yB) such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (zC) shall not relieve such Bank Lender from its obligations, which shall remain absolute, to make Loans Advances as provided hereunder; and (b) assign (i) all or any percent of its Loans share of the Loan or any Note or right, title and its Revolving Loan Commitment. Upon execution interest therein or in and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agentthis Agreement, to the extent required above, the assignee shall have, to the extent (x) a Lender; (y) any Affiliate of such assignment a Lender; or (unless otherwise provided in such assignment with the consent z) any Federal Reserve Bank; or (ii) all or any part of its share of the Borrower)Loan or any Note or right, title and interest therein or in and to this Agreement to a third party; provided, however, that in the obligations, rights and benefits absence of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsor Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of the Agent and Borrower, which consent shall not be unreasonably withheld. Any participations and any assignments pursuant to subparagraph (b) shall be in an amount not less than Five Million Dollars ($5,000,000) and, shall not result in the aggregate Maximum Principal Amount of the assigning Lender being less than Five Million Dollars ($5,000,000) unless it is reduced to zero (0). Any assignment pursuant to subparagraph (b) shall require payment by the applicable Lender to Agent of a $3,500 service fee. Any assignment pursuant to subparagraph (b) shall be in the form attached hereto as Exhibit F attached hereto.

Participations and Assignments. The (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of Borrower, Banks, and Agent and their respective successors and assigns; provided, however, that Borrower hereby acknowledges may not assign, transfer or delegate any of its rights, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of Agent and agrees Banks. Banks may assign, sell and transfer their interests, rights and obligations under this Agreement and the other Loan Documents only in accordance with this Paragraph 10.8. (b) With the prior written consent of the Agent and the Borrower, any Bank may assign to one or more Eligible Assignees all, or a proportionate part of all, of its interests, rights and obligations under this Agreement and the other Loan Documents; provided, however, that so long (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's interests, rights and obligations under this Agreement, (ii) the amount of each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) the entire amount of such Bank's Loans or (B) the principal amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) no more than three (3) Banks may be parties hereto without first obtaining the prior written consent of the Agent and Borrower; and (iv) the parties to each such assignment shall execute and/or deliver to Agent, for its acceptance and recording in the Register, and Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of $2,500 payable to Agent. Upon such execution, delivery, acceptance and recording, from and after the "Effective Date" specified in the Assignment and Acceptance, which "Effective Date, " unless Agent otherwise agrees, shall be not earlier than five Business Days after the date of acceptance and recording by Agent (provided, however, that, as between the assigning Bank and the assignee thereunder only, the effective date shall be the effective date of execution and delivery as between such Persons as specified in the Assignment and Acceptance), (A) the assignee thereunder shall be a Bank is not under this Agreement and, to the extent provided in default such Assignment and Acceptance, have the interests, rights and obligations of a Bank hereunder and (B) the assigning Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its contractual obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning Bank's interests, rights and obligations under this Agreement, such assigning Bank shall cease to be a Bank under this Agreement). Each Bank shall, in a reasonably prompt fashion after it has engaged in any material discussions with an Eligible Assignee that may at any timelead to an assignment referred to in this Paragraph 10.8, with the consent (which consent shall not be unreasonably withheld) notify Agent and Borrower of the Borrower identity of such Eligible Assignee so that they will have sufficient time to determine if they are willing to consent. (c) By executing and delivering an Assignment and Acceptance, the assigning Bank thereunder and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title Eligible Assignee thereunder shall be deemed to confirm to and interest therein or in or to this Agreement (collectively, “Participations”) to any agree with each other lending office of such Bank or to any and the other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, thatparties hereto as follows: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participationassignee is an Eligible Assignee; (ii) other than as provided in the Assignment and Acceptance, such assigning Bank shall act as agent for all Participantsmakes no representation or warranty and assumes no responsibility with respect to any representations, warranties or other statements made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any Collateral; and (iii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial conditions of Borrower or any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain Subsidiary or the sole right and responsibility to enforce the obligations of the performance or observance by Borrower hereunder including, without limitation, the right to approve or any amendment, modification or waiver Subsidiary of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement or any other Loan Document; (iv) such assignee confirms that it has received a copy of this Agreement. Notwithstanding anything , together with copies of the most recent Financial Statements and such other agreements, documents, instruments, certificates 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 Agent, such assigning Bank or any other Bank and based on such agreements, documents, instruments, certificates and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the contrary Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Section 11.4Agreement and the other Loan Documents are required to be performed by it as a Bank; and (viii) such assignee makes loans in the ordinary course of its business. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an Eligible Assignee and the required processing and recordation fee, Agent shall, if such Assignment and Acceptance is duly completed and is in the Borrower shall not have required form, (i) accept such Assignment and Acceptance, (ii) record the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.information contained therein in the Register and (iii) give prompt notice thereof to

Participations and Assignments. The Borrower Xxxxxx hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such any Bank may at any time, with the consent of Xxxxxx (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: ): (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) Note or of its right, title and interest therein or in or to this Agreement (collectively, “"Participations”") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“"Participants”"); provided, however, that: (i) all amounts payable by the Borrower Xxxxxx hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Xxxxxx hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the CollateralLoan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower Xxxxxx of an instrument in writing pursuant to which such assignee agrees to become a “"Bank” " hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring AgentXxxxxx, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the BorrowerXxxxxx), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then exists.

Participations and Assignments. The Borrower hereby acknowledges shall not assign or otherwise transfer any of the rights of the Borrower pursuant to this Agreement without the prior written consent of all the Banks, and agrees that so long as a any such assignment or other transfer without such prior written consent shall be void. No consent by any Bank is not in default to any such assignment or other transfer shall release the Borrower from any indebtedness, liability or obligation of its obligations under the Borrower pursuant to this Agreement. No Bank shall assign or otherwise transfer, or grant any participation in, any indebtedness, liability or obligation of the Borrower to such Bank may at pursuant to this Agreement or any time, with of the rights and remedies of such Bank pursuant to this Agreement without the prior written consent (of the Borrower and the Administrative Agent which consent shall not be unreasonably withheld, except (i) any Bank may assign or otherwise transfer, or grant participations in, any indebtedness, liability or obligation of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bankAffiliate of such Bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant execute an assignment in favor of a Participation: (x) shall provide that such Replacement Bank shall retain the sole right and responsibility to enforce the obligations as contemplated by Section 2.15 hereof. Notwithstanding any of the Borrower hereunder includingforegoing, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modificationBorrower or Administrative Agent, amendment (i) may grant a participation in any indebtedness, liability or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all obligation of the Collateral; Borrower to such Bank, including without limitation, any Advances, Letters of Credit and Swingloans provided (za) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; participation is in a minimum amount of $5,000,000 and (b) assign any such Bank shall remain solely responsible for its performance under this Agreement, such Bank shall remain the holder of its Loans the Note made payable to it for all purposes under this Agreement and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, Administrative Agent shall continue to the extent required above, the assignee shall have, to the extent of deal solely and directly with such assignment (unless otherwise provided Bank in connection with such assignment with the consent of the Borrower), the obligations, Bank=s rights and benefits of obligations under this Agreement and the Collateral Documents; and (ii) may assign all or a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default portion of its rights and obligations under this Agreement. Notwithstanding anything , including without limitation, rights and obligations with respect to the contrary in this Section 11.4any Advances, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or Letters of Credit and Swingloans provided (a) an Event of Default then existshas occurred and is continuing, (b) such assignment is in a minimum amount of $5,000,000, and (c) if such Bank does not fully assign all of its rights and obligations, such Bank shall retain at least $10,000,000 of obligations under the Agreement.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at (a) At any timetime after the Closing Date each Lender may, with the prior consent of the Borrowers (unless an Event of Default has occurred and is continuing or the participation is to another Lender or an Affiliate of a Lender) and the Agent, which consent shall not be unreasonably withheld) , grant a participation in such Lender's Note, Loans and interest in the Obligations and the Credit Documents to any Person, and all communications with the Agent and the Borrowers shall be solely with such Lender and not with any participant. The Borrowers agree that any participant or subparticipant may exercise any and all rights of banker's lien or set-off with respect to any Borrower, as fully as if such participant or subparticipant had made a loan directly to such Borrower in the amount of the Borrower participation or subparticipation given to such participant or subparticipant in the Obligations and the Structuring Credit Documents. For purposes of this Section 8.11 only, the Borrowers shall be deemed to be directly obligated to each participant or subparticipant in the amount of its participating interest in the amount of the principal of, and interest on, the Obligations. Nothing contained in this section shall affect the Lenders' right of set-off (under Section 6.2.4 or applicable Law) with respect to the entire amount of the Obligations, notwithstanding any such participation or subparticipation. The Lenders may divulge to any participant or subparticipant all information, reports, financial statements, certificates and documents obtained by the Lenders from any of the Borrowers or any other person under any provisions of this Agreement or the other Credit Documents or otherwise. (b) At any time after the Closing Date each Lender may, with the prior consent of the Borrowers (unless an Event of Default has occurred and is continuing or the assignment is to another Lender or an Affiliate of a Lender) and the Agent: (a) grant participations in , which consent shall not be unreasonably withheld, assign to one or more banks or financial institutions all or any a portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title rights and interest therein or in or to obligations under this Agreement (collectively, “Participations”) including all or a portion of the Note payable to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”its order); provided, howeverthat (i) each such assignment shall be of a constant, thatand not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) for each assignment involving the issuance and transfer of Notes, the assigning Lender and the assignee shall execute an Assignment and Acceptance and the Borrowers hereby consent to execute a replacement Note or Notes to give effect to the assignment, (iii) the minimum commitment which shall be assigned is $5,000,000 (or such lesser amount as may remain outstanding) and (iv) such assignee shall have an office located in the United States. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, as fully as if such assignee had been named as a Lender in this Agreement, and of a holder of such Note or Notes, and (y) the assignor shall, to the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its future obligations under this Agreement. No assignee shall have the right to make any further assignment of its rights and obligations except pursuant to this Agreement. Any Lender that makes an assignment shall pay to the Agent a one-time administrative fee of $3,500, which fee shall not be reimbursed by Borrowers. (c) By executing and delivering an Assignment and Acceptance, the Lender-assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) all amounts payable by the Borrower hereunder shall be determined as if assignment made under such Bank had not granted Assignment and Acceptance is made under such ParticipationAssignment and Acceptance without recourse; (ii) such Bank shall act as agent for all Participantsassignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other person or the performance or observance by the Borrowers or any other person of any of its obligations under any Credit Document or any other instrument or document furnished pursuant hereto; and (iii) any agreement such assignee confirms that it has received a copy of this Agreement, together with copies of all financial statements delivered pursuant to which this Agreement, and such Bank may grant a Participation: other Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (xiv) shall provide that such Bank shall retain assignee will, independently and without reliance upon the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitationAgent, the right assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to approve any amendment, modification make its own credit decisions in taking or waiver of any provisions of not taking action under this Agreement; (yv) such participation agreement may provide assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Note and the other Credit Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that such Bank it will not agree to any modification, amendment or waiver perform in accordance with their terms all of the obligations which by the terms of this Agreement without are required to be performed by it as a Lender and a holder of such Note. (d) The Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) Agent shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee give prompt notice thereof to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsBorrowers.

Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as (a) Any Lender may sell participations to one or more banks or other entities in or to all or a Bank is not in default portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Notes held by it, and its interest in the Guaranties) provided that (i) such Lender's obligations under this Agreement (including without limitation, its Commitment to lend to the Company hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of its Note for all purposes under this Agreement, and (iv) the Company, the 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. (i) Any Lender may assign, transfer and negotiate all or a portion of its Commitment, the Notes held by it, and its interest in the Guaranties to any affiliate of such Bank Lender, to any other Lender, or, following the occurrence and during the continuance of a Default, to any financial institution or institutions, without the consent of any other Lender, the Agent or the Company and (ii) any Lender may at any timeotherwise so assign, transfer and negotiate such Lender's interest, with the consent (of the Company, which consent shall not be unreasonably withheld) of the Borrower , and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) Agent to any other lending office of such Bank or to any other bank, lending financial institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); institutions, provided, however, that: (i) that each such assignment of less than all amounts payable by the Borrower hereunder of a Lender's commitment shall be determined in the minimum amount of $10,000,000 and integral multiples of $5,000,000. In the case of any assignment, transfer or negotiation, the assignee, transferee or recipient shall have, to the extent of such assignment, transfer or negotiation, the same rights, benefits and obligations as if it were a Lender with respect to such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder Commitment or Notes, including, without limitation, the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of Majority Lenders and the obligation to fund Loans and Letter of Credit Advances pursuant to Article III. The parties to each such assignment shall execute and deliver to the Agent an Acceptance and Assignment, together with any amendmentNote or Notes subject to such assignment. The assigning Lender shall pay to the Agent an assignment fee in the amount of $3,500 for administration of each assignment, modification transfer or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any negotiation of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not have the right to approve any assignment or Participation by a Bank if a Potential Default or an Event of Default then existsNotes.