Common use of Participations; Assignments Clause in Contracts

Participations; Assignments. Each Lender may assign, or sell participations in, all or any part of its Commitment, or of its ratable share of the Liabilities to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to the prior written approval of Borrowers (which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheld) and Agent (which approval shall not be unreasonably withheld) (except that no such consent shall be required in connection with an assignment or participation sold by a Lender to (A) another bank controlled by such Lender or its holding company or (B) another Lender). In the event of an assignment or participation, (A) in the case of an assignment, the assignee shall become a signatory hereto by execution of an Assignment and Acceptance Agreement substantially in the form of Exhibit 9.12 attached hereto, and upon notice thereof by such Lender to Borrowers with a copy to Agent, and upon payment to Agent by the parties to the assignment of a processing and recordation fee of $3,000.00, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Lender hereunder; and (B) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by Borrowers hereunder and under the other Loan Documents shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to any of the actions described in Sections 9.10 (A), (B), (C), (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in the possession of Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that Lenders shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments and participations permitted under this Section, any Lender may assign and pledge all or any portion of its Commitment, Liabilities and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank without obtaining Borrowers' or Agent's approval. No such sale or assignment shall release the selling or assigning Lender from its obligations hereunder.

Participations; Assignments. Each Lender may assign(a) This Agreement shall be binding upon and inure to the benefit of the Borrower, or sell participations inthe Lenders, the Agent, all future holders of the Notes, and their respective successors and assigns, except that the Borrower may not assign or transfer any part of its Commitment, rights or of its ratable share of the Liabilities to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to obligations under this Agreement without the prior written approval consent of Borrowers each Lender. (b) Subject to the consent of the Agent and the Borrower, which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheld) and Agent (which approval consent shall not be unreasonably withheld, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); PROVIDED, HOWEVER, that (i) (except that no each such consent assignment shall be required in connection with an assignment or participation sold by of a Lender to (A) another bank controlled by such Lender or its holding company or (B) another constant, and not a varying, percentage of all the assigning Lender). In the event of an assignment or participation's rights and obligations under this Agreement, (Aii) in the case amount of an assignment, the assignee shall become a signatory hereto by execution Commitment of an the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance Agreement substantially in the form of Exhibit 9.12 attached hereto, and upon notice thereof by with respect to such Lender to Borrowers with a copy to Agent, and upon payment to Agent by the parties assignment is delivered to the assignment of a processing and recordation fee of Agent) shall in no event be less than $3,000.005,000,000, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Lender hereunder; and (Biii) in the case of a participationpartial assignment, the participant amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall have in no rights event be less than $5,000,000, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined) an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and a processing and recording fee in an amount equal to $2,500, (v) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the Loan Documents blue sky laws of any state, and all amounts payable (vi) the representation contained in SECTION 12.4 hereof shall be true with respect to any such proposed assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement, from and after the effective date of such assignment. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor 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 instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by Borrowers hereunder the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in SECTION 5.1(N) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender assignor 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 confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents shall be determined as if are delegated to the Agent by the terms hereof and thereof, together with such Lender had not sold powers as are reasonably incidental thereto; and (vii) such participation. The agreement executed by such Lender assignee agrees that it will perform in favor accordance with their terms all of the participant obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall not give maintain a copy of each Assignment and Acceptance delivered to it and a register for the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to any recordation of the actions described in Sections 9.10 (A)names and addresses of the Lenders and the Commitment Percentage of, (B)and principal amount of the Loans owing to, (C), (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in the possession of Lenders each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to assignees time upon reasonable prior notice. (e) Upon its receipt of an Assignment and participants Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in the form of EXHIBIT H, (including prospective assignees i) accept such Assignment and participants); provided that Lenders shall require any such prospective assignee or such participant Acceptance, (prospective or otherwiseii) to agree record the information contained therein in writing to maintain the confidentiality of such information. In addition Register, (iii) give prompt notice thereof to the assignments Lenders and participations permitted under this Sectionthe Borrower, any Lender may assign and pledge all or any portion (iv) promptly deliver a copy of its Commitment, Liabilities and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank without obtaining Borrowers' or Agent's approval. No such sale or assignment shall release the selling or assigning Lender from its obligations hereunder.such

Participations; Assignments. Each No Lender may assignshall have the right, or -------------------------- without the prior written consent of the Agent, to sell participations in, all or any part of its Commitmentassignments of, or of its ratable share of the Liabilities to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to the prior written approval of Borrowers (which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheld) and Agent (which approval shall not be unreasonably withheld) (except that no such consent shall be required in connection with an assignment or participation sold by a Lender to (A) another bank controlled by such Lender or its holding company or (B) another Lender). In the event of an assignment or participation, (A) in the case of an assignment, the assignee shall become a signatory hereto by execution of an Assignment and Acceptance Agreement substantially in the form of Exhibit 9.12 attached hereto, and upon notice thereof by such Lender to Borrowers with a copy to Agent, and upon payment to Agent by the parties to the assignment of a processing and recordation fee of $3,000.00, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Lender hereunder; and (B) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by Borrowers hereunder and under the other Loan Documents shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to any of the actions described in Sections 9.10 (A), (B), (C), (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in the possession of Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that Lenders shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments and participations permitted under this Section, any Lender may assign and pledge all or any portion of its Commitment, Liabilities and Notes to interest under any Federal Reserve Bank as collateral security pursuant to Regulation A or all of the Board Financing Agreements, provided that if no Default or Event of Governors Default is in -------- existence the identity of the Federal Reserve System and any Operating Circulars issued by Person purchasing any such Federal Reserve Bank without obtaining Borrowers' or Agent's approval. No such sale participation or assignment shall release first be approved by Borrower as provided hereinbelow (it being understood that no such approval shall be required if any Default or Event of Default is in existence); and provided further that, in any event, any Lender may assign (i) -------------------- all or any portion of its interest under any or all of the selling Financing Agreements to an affiliate of such Lender or assigning (ii) all of its interest under all of the Financing Agreements to any Person in connection with the sale of all or substantially all of the loan portfolio of such Lender to such other Person, in each case without the consent of the Agent or approval of the participant or assignee by Borrower. The Agent's consent to an assignment by a Lender of all or a portion of its interest under the Financing Agreements may be conditioned, among other criteria, upon the execution and delivery of an assignment and acceptance agreement in form and substance acceptable to the Agent, pursuant to which the assignee of such assignment shall become a party to this Agreement as a Lender and agree to be bound by all of the terms and provisions of the Financing Agreements, and confirmation to the Agent's satisfaction, in form required by the Agent, that such assignee is organized under the laws of the United States or a state thereof or, alternatively, is exempt in a manner prescribed by applicable law from withholding requirements relating to all amounts payable to such assignee with respect to the Revolving Loans or otherwise under the Financing Agreements. In connection with the foregoing and with respect to any request of the Borrower for its obligations hereunderapproval of a participant or assignee, the Lender proposing to enter into any participation or assignment with respect to which such approval is required as provided above (or the Agent, at the request of such Lender) shall notify Borrower of the identity of the proposed participant or assignee, and Borrower shall have until the third Business Day following receipt of such notice to notify such Lender (or the Agent, as the case may be) that it does or does not approve such Person as a participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheld.

Participations; Assignments. Each No Lender may assignshall have the right, or without the prior written consent of the Agent, to sell participations in, all or any part of its Commitmentassignments of, or of its ratable share of the Liabilities to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to the prior written approval of Borrowers (which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheld) and Agent (which approval shall not be unreasonably withheld) (except that no such consent shall be required in connection with an assignment or participation sold by a Lender to (A) another bank controlled by such Lender or its holding company or (B) another Lender). In the event of an assignment or participation, (A) in the case of an assignment, the assignee shall become a signatory hereto by execution of an Assignment and Acceptance Agreement substantially in the form of Exhibit 9.12 attached hereto, and upon notice thereof by such Lender to Borrowers with a copy to Agent, and upon payment to Agent by the parties to the assignment of a processing and recordation fee of $3,000.00, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Lender hereunder; and (B) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by Borrowers hereunder and under the other Loan Documents shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to any of the actions described in Sections 9.10 (A), (B), (C), (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in the possession of Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that Lenders shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments and participations permitted under this Section, any Lender may assign and pledge all or any portion of its Commitment, Liabilities and Notes to interest under any Federal Reserve Bank as collateral security pursuant to Regulation A or all of the Board Financing Agreements, provided that if no Default or Event of Governors Default is in existence the identity of the Federal Reserve System and any Operating Circulars issued by Person purchasing any such Federal Reserve Bank without obtaining Borrowers' or Agent's approval. No such sale participation or assignment shall release first be approved by Borrower as provided hereinbelow (it being understood that no such approval shall be required if any Default or Event of Default is in existence); and provided further that, in any event, any Lender may assign (i) all or any portion of its interest under any or all of the selling Financing Agreements to an Affiliate of such Lender or assigning (ii) all of its interest under all of the Financing Agreements to any Person in connection with the sale of all or substantially all of the loan portfolio of such Lender to such other Person, in each case without the consent of the Agent or approval of the participant or assignee by Borrower. The Agent's consent to an assignment by a Lender of all or a portion of its interest under the Financing Agreements may be conditioned, among other criteria, upon the execution and delivery of an assignment and acceptance agreement in form and substance acceptable to the Agent, pursuant to which the assignee of such assignment shall become a party to this Agreement as a Lender and agree to be bound by all of the terms and provisions of the Financing Agreements, and confirmation to the Agent's satisfaction, in form required by the Agent, that such assignee is organized under the laws of the United States or a state thereof or, alternatively, is exempt in a manner prescribed by applicable law from withholding requirements relating to all amounts payable to such assignee with respect to the Revolving Loans or otherwise under the Financing Agreements. In connection with the foregoing and with respect to any request of the Borrower for its obligations hereunderapproval of a participant or assignee, the Lender proposing to enter into any participation or assignment with respect to which such approval is required as provided above (or the Agent, at the request of such Lender) shall notify Borrower of the identity of the proposed participant or assignee, and Borrower shall have until the third Business Day following receipt of such notice to notify such Lender (or the Agent, as the case may be) that it does or does not approve such Person as a participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheld.

Participations; Assignments. Each Lender may assign(a) Any APA Bank may, upon prior written notice to the Funding Agent and the Rating Agencies and the satisfaction of all applicable requirements under Section 5.3 of the Agreement and in accordance with applicable law, assign to one or sell participations in, more assignees (any such assignee shall be referred to herein as an "Acquiring APA Bank") all or any part a portion of its Commitmentinterests, or of its ratable share of rights and obligations under this Supplement and the Liabilities to another bank or other entity. Each Transaction Documents; provided, however, that no such assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to the prior written approval of Borrowers permitted (which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheldi) and Agent (which approval shall not be unreasonably withheld) (except that no such consent shall be required in connection with an assignment or participation sold by a Lender to (A) another bank controlled by such Lender or its holding company or (B) another Lender). In the event of an assignment or participation, (A) in the case of an assignmentassignment to another APA Bank, without the assignee Company's prior written consent to such assignment (which consent shall become not be unreasonably withheld or delayed), (ii) if such assignment is not otherwise permitted under subsection 5.3(e) of the Agreement, (iii) if such assignment is for any amount less than $5,000,000, (iv) if such Acquiring APA Bank is not an Eligible Assignee, (iv) if such assignment would cause there to be more than 30 Targeted Holders of the VFC Certificates at any time, and (v) unless the parties to each such assignment shall execute and deliver to the Funding Agent a signatory hereto by execution of an Assignment and Acceptance Agreement commitment transfer supplement (each, a "Commitment Transfer Supplement"), substantially in the form of Exhibit 9.12 attached heretoC, and upon notice thereof by such Lender to Borrowers together with a copy to Agent, and upon payment to Agent by the parties to the assignment of a processing and recordation fee of $3,000.003,500, and the assignee Acquiring APA Bank, if it shall havenot be a APA Bank, shall deliver to the Funding Agent an administrative questionnaire in the form provided by the Funding Agent. Upon acceptance and recording pursuant to paragraph (e) of this Section 11.11, from and after the effective date specified in each Commitment Transfer Supplement, which effective date shall be at least five Business Days after the execution thereof, (A) the Acquiring APA Bank thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment (unless otherwise provided therein)Commitment Transfer Supplement, have the same rights, benefits rights and obligations as any other Lender hereunder; of an APA Bank under this Supplement and (B) the assigning APA Bank thereunder shall, to the extent of the interest assigned by such Commitment Transfer Supplement, be released from its obligations under this Supplement and the other Transaction Documents (and, in the case of a participationCommitment Transfer Supplement covering all or the remaining portion of an assigning APA Bank's rights and obligations under this Supplement and the other Transaction Documents, such APA Bank shall cease to be a party hereto but shall continue to be entitled to receive Article VII Costs, as well as any fees accrued for its account and not yet paid). (b) By executing and delivering a Commitment Transfer Supplement, the participant assigning APA Bank thereunder and the Acquiring APA Bank thereunder shall have no rights under the Loan Documents be deemed to confirm to and all amounts payable by Borrowers hereunder agree with each other and under the other Loan Documents shall be determined parties hereto as if follows: (i) such Lender had not sold such participation. The agreement executed by such Lender in favor assigning APA Bank warrants that it is the legal and beneficial owner of the participant interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balances of its VFC Certificates, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Commitment Transfer Supplement; (ii) except as set forth in (i) above, such assigning APA Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Supplement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Supplement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or the financial condition of the Seller, the Company or the Servicer, or the performance or observance by the Seller, the Company or the Servicer of any of its obligations under this Supplement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such Acquiring APA Bank represents and warrants that it is legally authorized to enter into such Commitment Transfer Supplement; (iv) such Acquiring APA Bank confirms that it has received a copy of this Supplement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Transfer Supplement; (v) such Acquiring APA Bank will independently and without reliance upon the Funding Agent, the Trustee, the assigning APA Bank or any other APA Bank 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 give taking action under this Supplement or any other Transaction Document; (vi) such Acquiring APA Bank appoints and authorizes the participant Funding Agent and the right to require such Lender Trustee to take or omit such action as agent on its behalf and to take any action hereunder except action directly relating exercise such powers under this Supplement as are delegated to any the Funding Agent and the Trustee, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such Acquiring APA Bank agrees that it will perform in accordance with their terms all the obligations which by the terms of this Supplement are required to be performed by it as a APA Bank. (c) Notwithstanding and in addition to the provisions of Section 5.3 of the actions described Agreement, the Funding Agent shall maintain at one of its offices in Sections 9.10 (A)The City of New York a copy of each Commitment Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the APA Banks, (B)and the Commitments of, (C)and the principal amount of the VFC Certificates issued to, (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in each APA Bank pursuant to the possession of Lenders terms hereof from time to time (the "Register"). Notwithstanding the provisions of Section 5.5 of the Agreement, the entries in the Register as provided in this subsection 11.11(c) shall be conclusive and the Company, the Servicer, the APA Banks, the Paying Funding Agent, the Transfer Funding Agent and Registrar, the Funding Agent and the Trustee shall treat each person whose name is recorded in the Register pursuant to assignees the terms hereof as an APA Bank hereunder for all purposes of this Supplement, notwithstanding notice to the contrary. However, in accordance with Section 5.5 of the Agreement, in determining whether the holders of the requisite Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, VFC Certificates owned by the Company, the Servicer or any Affiliate thereof, shall be disregarded and participants deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only VFC Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. VFC Certificates so owned by the Company, the Servicer or any Affiliate thereof which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the trustee the pledgee's right so to act with respect to such VFC Certificates and that the pledgee is not the Company, the Servicer or any Affiliate thereof. The Register shall be available for inspection by the Company, the Servicer, the APA Banks and the Trustee, at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a copy of the written consent of the Company (if required under Section 11.11(a) above) and a duly completed Commitment Transfer Supplement executed by an assigning APA Bank and an Acquiring APA Bank, an administrative questionnaire completed in respect of the Acquiring APA Bank (unless the Acquiring APA Bank shall already be a APA Bank hereunder) and the processing and recordation fee referred to in paragraph (a) above, the Funding Agent shall (i) accept such Commitment Transfer Supplement, (ii) record the information contained therein in the Register and (iii) give prompt written notice thereof to the APA Banks, the Company, the Servicer and the Trustee. No assignment shall be effective unless and until it has been recorded in the Register as provided in this paragraph (d). (e) Any APA Bank may sell participations to one or more banks or other entities (the "Participants") in all or a portion of its rights and obligations under this Supplement and the other Transaction Documents (including prospective assignees all or a portion of its Commitment and participantsVFC Certificates); provided that Lenders any Participant shall, prior to entering into a Participation, execute and deliver to the Company and the Trustee an Assignment/Participation Certification; and provided further, that (i) such APA Bank's obligations under this Agreement shall require remain unchanged, (ii) such APA Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Participants shall be entitled to receive Article VII Costs, and shall be required to provide the tax forms and certifications described in Section 7.3(f), to the same extent as if they were APA Banks, provided that no such Participant shall be entitled to receive any greater amount of Article VIII Costs than an APA Bank would have been entitled to receive in respect of the amount of the Participation sold by such APA Bank to such Participant had no sale occurred, (iv) the Company, the Servicer, the other APA Banks, the Funding Agent and the Trustee, shall continue to deal solely and directly with such APA Bank in connection with such APA Bank's rights and obligations under this Supplement, and such APA Bank shall retain the sole right to enforce its rights under VFC Certificates and to approve any amendment, modification or waiver of any provision of this Supplement (other than amendments, modifications or waivers decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the VFC Certificates, extending any scheduled principal payment date or date fixed for the payment of interest on the VFC Certificates or increasing or extending the Commitments) (v) the sum of the aggregate amount of any Commitment or portion thereof subject to each such Participation plus the portion of the Series 1998-1 Invested Amount represented by an VFC Certificates subject to such Participation shall not be less than $5,000,000 and (vi) such Participation shall not cause there to more than 30 Targeted Holders of the VFC at any time. Each APA Bank that grants a participation to a Non-U.S. Person pursuant to this Subsection shall provide the Company and the Trustee with appropriately executed copies of Internal Revenue Service Form 4224 with respect to each Participant (i) prior to any such disposition and (ii) upon the occurrence of any event which would require the amendment or resubmission of any such form previously provided hereunder. No Participant may grant a subparticipation in a VFC Certificate or this Supplement under any circumstances. (f) Any APA Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.11, disclose to the Acquiring APA Bank or Participant (each, a "Transferee") or proposed Acquiring APA Bank or Participant any information relating to the Seller, the Servicer, the Trust or the Company furnished to such APA Bank by or on behalf of such entities; provided that if any such information is subject to a confidentiality agreement between such APA Bank and the Company or the Servicer, the Transferee or prospective assignee Transferee shall have agreed to be bound by the terms and conditions of such confidentiality agreement. (g) The Company shall not assign or delegate any of its rights or duties hereunder other than to the Servicer without the prior written consent of the Funding Agent, the Trustee and each APA Bank, and any attempted assignment without such participant consent shall be null and void. (prospective h) If, pursuant to this Supplement, any interest in this Supplement or otherwisein a VFC Certificate is transferred to any Transferee which is a Non-U.S. Person, the APA Bank making such transfer shall cause such Transferee, concurrently with the effectiveness of such Transfer, (i) to furnish to the assigning APA Bank (and, in the case of any Acquiring APA Bank, the Funding Agent, the Company and the Trustee), with copies to the Servicer, United States Internal Revenue Service Form 4224 (or successor applicable forms) unless a change in law has occurred prior to the date on which such delivery would otherwise be required which renders such form inapplicable and (ii) to agree (for the benefit of the APA Banks, the Funding Agent, the Servicer, the Company and the Trustee) to provide the assigning APA Bank (and, in writing to maintain the confidentiality case of any Acquiring APA Bank, the Funding Agent, the Company and the Trustee) a new Form 4224 (or successor applicable forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such information. In addition Transferee unless a change in law has occurred prior to the assignments date on which such form inapplicable, and participations permitted under this Sectionto comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. (i) Notwithstanding any other provisions herein, no transfer or assignment of any Lender may assign and pledge all interests or obligations of any APA Bank hereunder or any portion grant of its Commitmentparticipations therein shall be permitted if such transfer, Liabilities and Notes assignment or grant would result in a prohibited transaction under Section 4975 of the Internal Revenue Code or Section 406 of ERISA or cause the Trust Assets to any Federal Reserve Bank be regarded as collateral security "plan assets" pursuant to Regulation A 29 C.F.R. ss. 2510.3-101, or require the Company or the Seller to file a registration statement with the Securities and Exchange Commission or to qualify under the "blue sky" laws of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank without obtaining Borrowers' or Agent's approval. No such sale or assignment shall release the selling or assigning Lender from its obligations hereunderstate.

Participations; Assignments. Each No Lender may assignshall have the right, or without the prior written consent of the Agent, to sell participations in, all or any part of its Commitmentassignments of, or of its ratable share of the Liabilities to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to the prior written approval of Borrowers (which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheld) and Agent (which approval shall not be unreasonably withheld) (except that no such consent shall be required in connection with an assignment or participation sold by a Lender to (A) another bank controlled by such Lender or its holding company or (B) another Lender). In the event of an assignment or participation, (A) in the case of an assignment, the assignee shall become a signatory hereto by execution of an Assignment and Acceptance Agreement substantially in the form of Exhibit 9.12 attached hereto, and upon notice thereof by such Lender to Borrowers with a copy to Agent, and upon payment to Agent by the parties to the assignment of a processing and recordation fee of $3,000.00, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Lender hereunder; and (B) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by Borrowers hereunder and under the other Loan Documents shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to any of the actions described in Sections 9.10 (A), (B), (C), (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in the possession of Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that Lenders shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments and participations permitted under this Section, any Lender may assign and pledge all or any portion of its Commitment, Liabilities and Notes to interest under any Federal Reserve Bank as collateral security pursuant to Regulation A or all of the Board Financing Agreements, provided that if no Default or Event of Governors Default is in existence the identity of the Federal Reserve System and any Operating Circulars issued by Person purchasing any such Federal Reserve Bank without obtaining Borrowers' or Agent's approval. No such sale participation or assignment shall release first be approved by Borrower as provided hereinbelow (it being understood that no such approval shall be required if any Default or Event of Default is in existence); and provided further that, in any event, any Lender may assign (i) all or any portion of its interest under any or all of the selling Financing Agreements to an affiliate of such Lender or assigning (ii) all of its interest under all of the Financing Agreements to any Person in connection with the sale of all or substantially all of the loan portfolio of such Lender to such other Person, in each case without the consent of the Agent or approval of the participant or assignee by Borrower. The Agent's consent to an assignment by a Lender of all or a portion of its interest under the Financing Agreements may be conditioned, among other criteria, upon the execution and delivery of an assignment and acceptance agreement in form and substance acceptable to the Agent, pursuant to which the assignee of such assignment shall become a party to this Agreement as a Lender and agree to be bound by all of the terms and provisions of the Financing Agreements, and confirmation to the Agent's satisfaction, in form required by the Agent, that such assignee is organized under the laws of the United States or a state thereof or, alternatively, is exempt in a manner prescribed by applicable law from withholding requirements relating to all amounts payable to such assignee with respect to the Revolving Loans or otherwise under the Financing Agreements. In connection with the foregoing and with respect to any request of the Borrower for its obligations hereunderapproval of a participant or assignee, the Lender proposing to enter into any participation or assignment with respect to which such approval is required as provided above (or the Agent, at the request of such Lender) shall notify Borrower of the identity of the proposed participant or assignee, and Borrower shall have until the third Business Day following receipt of such notice to notify such Lender (or the Agent, as the case may be) that it does or does not approve such Person as a participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheld.