Common use of Successors and Assigns; Disposition of Loans; Transferees Clause in Contracts

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitments, and/or its Loans (each such interest so disposed of being herein called a 'Transferred Interest') to banks or other financial institutions ('Transferees'); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a 'Bank' hereunder and shall have all the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time time, and, if no Default or Event of Default has occurred which is continuing, sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Revolving Commitment, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 Sections 2.15, 2.16, 2.17, 2.18 and 2.19 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such Bank a "Bank" hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank "Bank" hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyBorrower.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document Documents without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of $10,000,000) of its Revolving Commitments, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '“Transferred Interest'”) to banks or other financial institutions ('“Transferees'”); PROVIDEDprovided, HOWEVERhowever, that a Bank may dispose of a Transferred Interest only with the consent consents of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent consents shall not be unreasonably withheld) and only upon payment to the Agent by the parties Banks party to such disposition of a processing and recording fee in the amount of $2,500 3,000 for each party and PROVIDED furtherparty. Notwithstanding the preceding sentence, that except after the occurrence and during the continuance of an Event of Default, First a Bank shall not may dispose of a Transferred Interest if, after giving effect thereto, First Bank's share without consent of the outstanding Commitments borrower if an Event of Default has occurred and Loans would be less than 51%is continuing. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 this Agreement with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's ’s Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '“Bank' ” hereunder and shall have all the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's ’s rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Revolving Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Revolving Note or Advance in which such participation is sold, or (iii) the release or subordination of any material portion guaranty. No Bank shall be permitted to enter into any assignment or participation with any Transferee who is not a United States Person unless such Transferee represents and warrants to such Bank that, as at the date of such assignment of participation, it is entitled to receive interest payments without withholding or deduction of any collateral other than pursuant taxes and such Transferee executes and delivers to such Bank on or before the terms date of any Security Document execution and delivery of documentation of such participation or (iv) the release of any Guaranty.assignment, a United States Internal Revenue Service Form W8-BEN or W-8ECI,

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower Company may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Commitment, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower Company agrees that each Transferee shall be entitled to the benefits of Section Sections 2.16,2.17,2.18,2.19 and 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowerCompany. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower Company such Transferee, to the extent of such assignment (unless otherwise provided therein), ) shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower Company and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Notes or any Note or Advance in which such participation is soldAdvance, (ii) any postponement of the date fixed for any payment of principal of or interest on the Notes or any Note Loan, or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document the Collateral Agreement, the Firm Collateral Agreement or (iv) the release of any Guarantyan Agreement to Pledge.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its the Commitments, the Term Loan and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty. The Borrower shall pay to the Bank (a) upon the first transfer of a Transferred Interest to a Transferee hereunder, a fee of $7,500 for such transfer and (b) a fee of $7,500 on each date which is the anniversary of such transfer (the "Participation Fees").

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the a Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Revolving Commitment, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees Borrowers agree that each Transferee shall be entitled to the benefits of Section Sections 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 2.21 and 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowerBorrowers. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower Representative such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder to the extent of its Transferred Interest and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyBorrowers.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe -40- 41 Revolving Commitment, the Term Commitment, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a and the Bank may dispose shall promptly provide notice to the Borrower of a any such Transferred Interest only with and the consent identity of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%Transferee thereof. The Borrower agrees that each Transferee shall be entitled to the benefits of Section Sections 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20 and 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder to the extent of its Transferred Interest and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyBorrower.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of $10,000,000) of its Revolving Commitments, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent consents of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent consents shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 3,000 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%party. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 Sections 2.22, 2.23, 2.24, 2.25, 9.2 and 9.7 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.the

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitments, the Term Loan Commitment and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees that each Transferee shall be entitled to the benefits of Section Sections 2.12, 2.13, 2.14, 2.15 and 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any the Term Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any the Term Note or Advance in which such participation is sold, sold or (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyDocument.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower Borrowers may not assign its their rights or delegate its their obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Commitment, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees Borrowers agree that each Transferee shall be entitled to the benefits of Section Sections 2.21, 2.22, 2.23, 2.24, 8.2 and 8.12 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowerBorrowers. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower Borrowers such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower Borrowers and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower Company may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Commitment, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower Company agrees that each Transferee shall be entitled to the benefits of Section Sections 2.16, 2.17, 2.18, 2.19 and 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowerCompany. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower Company such Transferee, to the extent of such assignment (unless otherwise provided therein), ) shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower Company and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Notes or any Note or Advance in which such participation is soldAdvance, (ii) any postponement of the date fixed for any payment of principal of or interest on the Notes or any Note Loan, or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document the Collateral Agreement, the Firm Collateral Agreement or (iv) the release of any Guarantyan Agreement to Pledge.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document Documents without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of $10,000,000) of its Revolving Commitments, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDEDprovided, HOWEVERhowever, that a Bank may dispose of a Transferred Interest only with the consent consents of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent consents shall not be unreasonably withheld) and only upon payment to the Agent by the parties Banks party to such disposition of a processing and recording fee in the amount of $2,500 3,000 for each party and PROVIDED furtherparty. Notwithstanding the preceding sentence, that except after the occurrence and during the continuance of an Event of Default, First a Bank shall not may dispose of a Transferred Interest if, after giving effect thereto, First Bank's share without consent of the outstanding Commitments borrower if an Event of Default has occurred and Loans would be less than 51%is continuing. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 this Agreement with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Revolving Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Revolving Note or Advance in which such participation is sold, or (iii) the release or subordination of any material portion guaranty. No Bank shall be permitted to enter into any assignment or participation with any Transferee who is not a United States Person unless such Transferee represents and warrants to such Bank that, as at the date of such assignment of participation, it is entitled to receive interest payments without withholding or deduction of any collateral taxes and such Transferee executes and delivers to such Bank on or before the date of execution and delivery of documentation of such participation or assignment, a United States Internal Revenue Service Form W8-BEN or W-8ECI, or any successor to either of such forms, as appropriate, properly completed and claiming complete exemption from withholding and deduction of all federal income taxes. A "United States Person" means any citizen, national or resident of the United States, any corporation or other than pursuant entity created or organized in or under the laws of the United States or any political subdivision hereof or any estate or trust, in each case that is not subject to the terms withholding of any Security Document United States federal income taxes or (iv) the release other taxes on payment of any Guarantyinterest, principal or fees hereunder.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Commitment, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower agrees that each Transferee shall be entitled to the benefits of Section Sections 2.21, 2.22, 2.23, 2.24, 8.2 and 8.12 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any the Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any the Note or Advance in which such participation is sold, (iii) the release or subordination of any material - 55 - portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitments, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only (a) in minimum amounts of $5,000,000, with respect to the assignment of a portion of a Bank's Commitment Amount, (b) with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not not, in either case, be unreasonably withheld, and provided that the consent of the Borrower shall not be required if an Event of Default has occurred which is continuing), (c) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further(d) upon executing and delivering, that except after and upon causing each Transferee to execute and deliver, to the occurrence Agent a form of assumption agreement assuming and during agreeing to be bound by the continuance terms and provisions of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share this Agreement and the other Loan Documents and which is otherwise in form and substance satisfactory to the Agent. Without limiting the obligations of the outstanding Commitments Banks and Loans would the Transferees under the preceding sentence, each Transferee, by its acceptance of its Transferred Interest, shall be less than 51%deemed to have become bound by the terms and provisions of this Agreement and the other Loan Documents. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 Sections 2.22, 2.23, 2.24, 2.25, 2.26, 2.27, 2.28 and 9.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such Bank hereunder and under the other Loan Documents, and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower Company may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all the BanksBank. Each The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Commitmentsthe Commitment, the Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrower Company agrees that each Transferee shall be entitled to the benefits of Section Sections 2.16, 2. 17 2.18, 2.19 and 8.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowerCompany. If any the Bank makes any assignment to a Transferee, then upon notice to the Borrower Company such Transferee, to the extent of such assignment (unless otherwise provided therein), ) shall become a '"Bank' " hereunder and shall have all the rights and obligations of such the Bank hereunder and such the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a the Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such the Bank and the amount of its participation were owing directly to such participant by the Borrower Company and (b) such the Bank shall not in connection with selling any such participation condition such the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Notes or any Note or Advance in which such participation is soldAdvance, (ii) any postponement of the date fixed faxed for any payment of principal of or interest on the Notes or any Note Loan, or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document the Collateral Agreement, the Firm Collateral Agreement or (iv) the release of any Guaranty.an Agreement to Pledge. Section 8.7

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Revolving Commitments, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDEDprovided, HOWEVERhowever, that a Bank may dispose of a Transferred Interest only with the consent of the Agent (which consent shall not be unreasonably withheld), and, except after the occurrence and during the continuance of an so long as no Event of DefaultDefault has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 3,500 for each party and, in the case of an assignment, execution and PROVIDED delivery to the Agent of an assignment agreement substantially in the form of Exhibit 9.6 hereto and provided further, that except after concurrently with the occurrence and during the continuance assignment of an Event a portion of Defaultany Bank's Revolving Percentage hereunder, First such Bank shall not dispose assign a like Revolving Percentage under the 364-Day Credit Agreement. Unless otherwise agreed by the Agent and the Borrower, the minimum assignment amount of a Transferred Interest if, after giving effect thereto, First such Bank's share of the outstanding Commitments and Loans would be less than 51%interest hereunder is $5,000,000. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 Sections 2.15, 2.16, 2.17, 2.18 and 9.2 with respect to its Transferred Interest (provided that a Transferee which is a participant and not an assignee shall not be entitled to the benefits of Section 9.2) and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Revolving Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Revolving Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guarantyguaranty.

Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the Banks. Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of its Revolving Commitments, the Revolving Loans and/or its Loans Advances (each such interest so disposed of being herein called a '"Transferred Interest'") to banks or other financial institutions ('"Transferees'"); PROVIDEDprovided, HOWEVERhowever, that a Bank may dispose of a Transferred Interest only with the consent of the Agent (which consent shall not be unreasonably withheld), and, except after the occurrence and during the continuance of an so long as no Event of DefaultDefault has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 3,500 for each party and, in the case of an assignment, execution and PROVIDED delivery to the Agent of an assignment agreement substantially in the form of Exhibit 9.6 hereto and provided further, that except after concurrently with the occurrence and during the continuance assignment of an Event a portion of Defaultany Bank's Revolving Percentage hereunder, First such Bank shall not dispose assign a like Revolving Percentage under the Three-Year Credit Agreement. Unless otherwise agreed by the Agent and the Borrower, the minimum assignment amount of a Transferred Interest if, after giving effect thereto, First such Bank's share of the outstanding Commitments and Loans would be less than 51%interest hereunder is $5,000,000. The Borrower agrees that each Transferee shall be entitled to the benefits of Section 8.2 Sections 2.15, 2.16, 2.17, 2.18 and 9.2 with respect to its Transferred Interest (provided that a Transferee which is a participant and not an assignee shall not be entitled to the benefits of Section 9.2) and that each Transferee may exercise any and all rights of banker's Lien, setoff and counterclaim as if such Transferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a '"Bank' " hereunder and shall have all the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under this Agreement Section 7.3 as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (b) such Bank shall not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Revolving Note or Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Revolving Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guarantyguaranty.