Common use of Participations and Assignments Clause in Contracts

Participations and Assignments. ABL, FLC and each Guarantor hereby acknowledges and agrees that the Bank may at any time: (a) grant participations in all or any portion of the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of the 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business; provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor shall be determined as if the Bank had not granted such Participation; and (ii) any agreement pursuant to which the Bank may grant a Participation: (x) shall provide that the Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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; and (b) the Bank may assign all or any part of the Note.

Participations and Assignments. ABL, FLC Borrowers hereby acknowledge and each Guarantor hereby acknowledges and agrees ------------------------------ agree that the Bank may at any time: (a) grant participations in all or any portion of the Commitment or 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 the 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor Borrowers hereunder shall be determined as if the Bank had not granted such Participation; and (ii) any agreement pursuant to which the Bank may grant a Participation: (x) shall provide that the Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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 the Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) the Bank may assign all or any part portion of its rights under the NoteLoan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of Bank.

Participations and Assignments. ABL, FLC The Hxxx Companies hereby acknowledge and each Guarantor hereby acknowledges and agrees agree that the Bank CoreStates may at any time: time with the consent of the Hxxx Group, Inc. (which consent shall not be unreasonably withheld): (a) grant participations in all or any portion of the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of the Bank 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor the Hxxx Companies hereunder shall be determined as if the Bank CoreStates had not granted such Participation; and (ii) any agreement pursuant to which the Bank CoreStates may grant a Participation: (x) shall provide that the Bank CoreStates shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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; and (b) assign any of its obligations under this Agreement and the Bank may assign all or any part Loan Documents, provided it shall retain at least $15,000,000 of the Note.Loan Commitment and shall serve as agent for all assignees. Credit Agreement -32- November 1997

Participations and Assignments. ABL, FLC and each Guarantor hereby acknowledges and agrees that the Bank (a) Each Lender may at any time: (a) time grant participations in all or any portion of the Note or of its right, title Pro Rata Share in and interest therein or in or to its interests under this Agreement (collectively, "Participations") to any other lending office of the Bank such 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, provided however that: (i) all amounts payable by ABL, FLC the Obligors to each Lender hereunder and voting rights of each Guarantor Lender hereunder shall be determined as if the Bank such Lender had not granted such Participation; and (ii) any agreement pursuant to which the Bank any Lender may grant a Participation: Participation (xA) shall provide that the Bank such Lender is not delegating and therefore shall retain the sole right and responsibility to enforce the obligations exercise all of ABLits rights and privileges under this Agreement, FLC and the Guarantors including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this AgreementAgreement and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, hereunder, including its obligation to make advances hereunder; and (yiii) upon entering into any such Participation, the Lender granting such participation agreement may provide that the Bank will not agree shall give thirty (30) days prior written notice thereof 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; and (b) the Bank may assign all or any part of the NoteAgent.

Participations and Assignments. ABL, FLC and each Guarantor CLC hereby acknowledges and agrees that the Bank CoreStates may at any time: (a) grant participations in all or any portion of the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of the Bank 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor CLC hereunder shall be determined as if the Bank CoreStates had not granted such Participation; and (ii) any agreement pursuant to which the Bank CoreStates may grant a Participation: (x) shall provide that the Bank CoreStates shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors CLC 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 the 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; and (b) the Bank CoreStates may assign all or any part of its obligations under this Agreement and the Loan Documents, provided it shall retain at least $10,000,000 of the NoteLoan Commitment and shall serve as agent for all assignees.

Participations and Assignments. ABL, FLC and each Guarantor Each Borrower hereby acknowledges and agrees that the any Bank may at any time: (a) grant participations in all or any portion of the its 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, with the Bank or 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor the Borrowers hereunder shall be determined as if the such Bank had not granted such Participation; and (ii) any agreement pursuant to which the such Bank may grant a Participation: (x) shall provide that the such Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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 LoanLoan or increase the Aggregate Loan Commitment; and (b) assign any of its obligations under this Agreement and the Bank may assign all or any part of the NoteLoan Documents.

Participations and Assignments. ABL, FLC Borrowers hereby acknowledge and each Guarantor hereby acknowledges and agrees agree that the Bank may at any time: (a) grant participations in all or any portion of the Commitment or 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 the 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor Borrowers hereunder shall be determined as if the Bank had not granted such Participation; and (ii) any agreement pursuant to which the Bank may grant a Participation: (x) shall provide that the Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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 the Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) the Bank may assign all or any part portion of its rights under the NoteLoan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of Bank.

Participations and Assignments. ABL, FLC and each Guarantor hereby acknowledges and agrees that the (A) Any Bank may at any time: (a) grant sell participations in all or any portion its Pro Rata Share of the Note or Loans to another Person (each such Person, a "Participant Bank") or, with the prior approval of the Agent, which approval shall not be unreasonably withheld, assign up to 100% of its rightPro Rata Share of all, title and interest therein or in or to this Agreement (collectivelybut not less than all, "Participations") to any other lending office of the Bank or Loans in equal Pro Rata Shares as to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations each Loan ("Participants") and which but in the case of other entities is assignments, in an amount not consider less than the lesser of $1,000,000.00 and the outstanding Loans held by ABL or FLC to be a direct competitor of either of them such Bank in the leasing businessaggregate of all of the Loans assigned) to another Person; provided, however, that: that (A) the 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 obligated to deal with its Participant Banks with respect to all matters relating to the Loans and this Agreement; (C) any Bank that sells a participation in the Loans shall perform all obligations of such Bank under this Agreement and shall remain responsible for fulfilling its obligations hereunder; and (D) 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) all amounts payable by ABLnotwithstanding any provisions in this Section 8.14, FLC the Sale and each Guarantor shall be determined Assignment Agreement dated as if the Bank had not granted such Participation; of September 11, 1996 between CoreStates and NBD is permitted hereunder, and (ii) any agreement pursuant to which the Bank may grant a Participation: (x) shall provide that the Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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; and (b) the Bank may assign and pledge, up to 100% of its Pro Rata Share of all, but not less than all, of its Loans and Notes to (1) with the prior approval of the Agent, which approval shall not be unreasonably withheld, any other Bank, (2) any affiliate of such Bank or (3) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circuit issued by such 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 an assignment by a Bank of all or any a part of its Pro Rata Share of the Loans as set forth above, then the assigning Bank shall be released from its obligations hereunder with respect to the part of the NoteLoans 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.

Participations and Assignments. ABL, FLC and each Guarantor The Company hereby acknowledges ------------------------------ and agrees that the a Bank may at any time: (aA) grant participations in all or any portion of the its Loans, participation in any Letters of Credit, or Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of the 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor the Company hereunder shall be determined as if the such Bank had not granted such Participation; and (ii) any agreement pursuant to which the any Bank may grant a Participation: (x) shall provide that the such Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors Company 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 the 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 the Loan; 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, with the Bank may assign all or any part prior written consent of the NoteAgent and notice to the Company, together with the payment to the Agent of a $1,500 transfer fee, up to forty-nine percent (49%) of its Loans, participations in Letters of Credit, and Commitment.

Participations and Assignments. ABL, FLC and each Guarantor Each Borrower hereby acknowledges and ------------------------------------- agrees that the any Bank may at any time: (a) grant participations in all or any portion of the its 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, with the Bank or 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") and which in the case of other entities is not consider by ABL or FLC to be a direct competitor of either of them in the leasing business); provided, however, that: (i) all amounts payable by ABL, FLC and each Guarantor the Borrowers hereunder shall be determined as if the such Bank had not granted such Participation; and (ii) any agreement pursuant to which the such Bank may grant a Participation: (x) shall provide that the such Bank shall retain the sole right and responsibility to enforce the obligations of ABL, FLC and the Guarantors 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 the 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 LoanLoan or increase the Aggregate Loan Commitment; and (b) assign any of its obligations under this Agreement and the Bank may assign all or any part of the NoteLoan Documents.