Common use of Assignment and Participation Clause in Contracts

Assignment and Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. The Lender may assign, or sell participations in, all or any part of the Obligations (including all or a portion of its Commitment) owing to the Lender to another Lender or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Lender to the Borrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Lender hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.

Assignment and Participation. This Agreement shall and the Obligations of Borrowers may not be binding uponassigned by Borrowers. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, its Warehousing Commitments in excess of $15,000,000 and the related Warehousing Advances, together with its corresponding rights under this Agreement and the other Loan Documents, and shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. The further any Lender may assign, or sell participations in, in all or any part of any of its Warehousing Commitment and the related Warehousing Advances or any other interest in the Obligations (including all or a portion any of its Commitment) owing to the Lender obligations hereunder to another Lender or other entityPerson, in which event event: (a) in the case of an assignment, upon notice thereof consent by the Lender Credit Agent and Borrowers (such consent in each case not to the Borrowerbe unreasonably withheld), the assignee shall have, to the extent of such assignment (unless otherwise provided thereinthereby), the same rights, rights and benefits and obligations as it would have if it were a “Lender” hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender’s obligations hereunder, such Lender hereunder; shall be relieved of its obligations hereunder to the extent of such assignment and assumption, and (b) in the case of a participation, the participant shall have no participating Person’s (a “Participant”) rights under against the Facility Documents. The Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by the such Lender in favor of the participant Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender’s obligations under the Loan Documents, whether or not give such Lender shall remain the participant the right to require the holder of any Note. Such Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date shall retain all voting rights with respect to such Note, the Advances hereunder and such Lender’s Warehousing Commitment Amount. Borrowers, Credit Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Without limiting any portion of Lender’s exclusive right to collect and enforce the principal of or interest on any amount outstanding hereunder allocated Obligations owed to such participantit, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder Borrowers agree that each participation will give rise to a rate debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an occurrence of an Event of Default, to proceed directly by right of setoff, bankers’ lien or amountotherwise, as against any assets of Borrowers that may be held by that Participant. Notwithstanding the case may beforegoing, below that which nothing contained herein shall in any manner or to any extent affect the participant is entitled right of any Lender to pledge or assign Notes and interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws and regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under its agreement with this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the Lenderprovisions of this Section. The Any Lender may furnish any information concerning the Borrower Borrowers in the possession of the such Lender from time to time to Affiliates of such Lender and to assignees and participants Participants (including prospective assignees and participants); provided that Participants) and Borrowers hereby consent to the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality provision of such information.

Assignment and Participation. This Agreement It is understood and agreed that each Bank shall be binding upon, and shall inure have the right to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. The Lender may assign, or sell participations in, all or participate at any part of the Obligations (including time all or a portion of its Commitment and interests in the risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $5,000,000 (which assignment shall be of an equal percentage of such Bank's Commitment, the Revolving Credit Loans and outstanding Letters of Credit) owing to additional banks or other financial institutions with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower, which approvals shall not be unreasonably withheld. It is further agreed that each bank or other financial institution which executes and delivers to the Lender Banks and the Borrower an Assignment and Acceptance in substantially the form of Exhibit F (an "Assignment and Acceptance") shall, on the date specified in such Assignment and Acceptance, become a party to another Lender or this Credit Agreement and the other entityLoan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its Commitment shall be as set forth in which event such Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Agent (the assigning Bank and/or assignee Bank also being responsible for their own legal fees incurred in connection with such assignment), (a) the Borrower shall issue to such bank or other financial institution a Revolving Credit Note in the case amount of an assignment, upon notice thereof such bank's or other financial institution's Commitment dated the Closing Date or such other date as may be specified by the Lender to Agent and otherwise completed in substantially the Borrower, the assignee shall haveform of Exhibit A hereto and, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Lender hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.assigning Bank has retained a

Assignment and Participation. This Agreement shall be binding uponNotwithstanding any other provision of this Agreement, Borrower understands and shall inure agrees that Bank may enter into participation or other agreements with Participants whereby Bank will allocate certain percentages of its commitment to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not them and/or assign or transfer its rights or obligations hereunder. The Lender may assign, or sell participations in, all or any part of the Obligations (including all or a portion of its Commitment) owing rights and obligations under this Agreement and/or the other Loan Documents (all such participations and assignments to be a minimum amount of $10,000,000). Borrower acknowledges and agrees that, for the Lender convenience of all parties, this Agreement is being entered into with Bank only and that its obligations under this Agreement are undertaken for the benefit of, and as an inducement to another Lender each such Participant as well as Bank, and Borrower hereby agrees that, at Bank’s election and if consistent with the terms of any such participation or other entity, in which event (a) in the case of an assignmentagreement, upon prior written notice thereof by the Lender from Bank to the Borrower, the assignee each such Participant shall have, to the extent of such assignment (unless otherwise provided therein), have the same rights, benefits and rights and/or obligations as it would have if it were the Lender hereunder; an original party to this Agreement, subject only to any contrary provision in such participation or other agreement, and (b) in the case of a participationBorrower hereby grants to each such Participant, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to set off deposit accounts maintained by Borrower with such Participant; provided that (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participantBank’s obligations under this Agreement shall remain unchanged, (ii) Bank shall remain solely responsible to Borrower hereto for the reduction performance of the principal amount outstanding hereunder or such obligations, and (iii) Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which Bank sells such a participation shall provide Bank shall retain the reduction sole right to enforce this Agreement and to approve any amendment, modification or waiver of the rate any provision of interest payable on such amount or any amount of fees payable hereunder this Agreement. Borrower authorizes Bank to a rate or amountdisclose financial and other information regarding Borrower to Participants and potential Participants; provided, as the case may behowever, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to that each Participant and potential Participant maintain the confidentiality of such informationall information delivered to them in connection with the Loans (except as necessary to be shared on a need to know basis with their respective legal counsel, accountants or other professionals). Notwithstanding anything provided to the contrary in this Agreement or in any of the other Loan Documents, until the occurrence of an Event of Default, Bank may assign its rights with respect to the Loans and its rights under the Loan Documents only to any Person who would constitute a Participant.

Assignment and Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. The Lender may assign, or sell participations in, all or any part of the Obligations (including all or a portion of its Commitment) owing to the Lender to another Lender or other entity, in which event (a) Subject to the limitations set forth in the case Subordination and Intercreditor Agreement, Interpool may make one or more assignments of its interests in the Note to one or more assignees; PROVIDED, HOWEVER, that the minimum principal amount that may be assigned to any assignee shall be $5,000,000 and provided further that the consent of Company shall be required if the assignment is to a direct competitor of Company or an assignmentaffiliate of any direct competitor of Company (although no such consent shall be required if substantially all of the assets of Interpool are assigned to any such competitor). If Interpool shall transfer the Note, upon it shall promptly advise Company of the identity of the assignee, the amount of the Note assigned and the effective date of the assignment (Company shall be entitled conclusively to assume that no transfer of the Note has been made by any holder unless and until Company shall have received written notice thereof by the Lender to the Borrower, the contrary) and each such assignee shall have, become a party to this Agreement upon: the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Lender hereunder; and (b) in the case delivery to Company of a participation, the participant shall have no rights under the Facility Documents. The supplemental assignment and acceptance agreement executed by Interpool and the Lender in favor assignee and the delivery of a copy thereof to Company along with or after delivery of the participant notice referred to earlier in this sentence. Each transferee of the Note shall not give take such Note subject to the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension provisions of a payment date with respect this Agreement and to any portion request made, waiver, or consent given, or other action taken under this Agreement and the Ancillary Documents prior to the receipt by Company of written notice of such transfer and, except as expressly otherwise provided in such notice, Company shall be entitled conclusively to assume that the transferee named in such notice shall thereafter be vested with all of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction rights and powers of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality payee of such informationNote arising under this Agreement, such Note, the Ancillary Documents, and the other agreements referred to herein.

Assignment and Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. The (a) Each Lender may assign, assign to one or sell participations in, all more banks or any part of the Obligations (including other entities all or a portion of its Commitmentrights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances, the Note or Notes held by it and the remaining Loan Documents); provided, however, that (i) owing the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance (as hereinafter defined) with respect to such assignment) shall in no event be less than $1,000,000 (unless such lesser amount is the entire amount of such assigning Lender's Commitment or outstanding Advances) and shall be an integral multiple of $100,000, (ii) each such assignment shall be to an Eligible Assignee or to an Affiliate of the assignor, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing fee of $2,500.00. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and the Lender assignor thereunder shall, to another Lender or other entitythe extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, in which event relinquish its rights and be released from its obligations under this Agreement (a) and, in the case of an assignment, upon notice thereof by Assignment and Acceptance covering all or the Lender to the Borrower, the assignee shall have, to the extent remaining portion of such assignment (unless otherwise provided therein), the same rights, benefits an assigning Lender's rights and obligations as it would have if it were the Lender hereunder; and (b) in the case of a participationunder this Agreement, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such informationbe a party hereto).

Assignment and Participation. This Agreement shall be binding upon, and shall inure (a) The Loan Parties signatory hereto consent to the benefit any Lender's assignment of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. The Lender may assign, or sell and/or sale of participations in, all at any time or times, the Loan Documents, and any part Commitment or of any portion thereof or interest therein, including any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by the Lender shall (i) require the consent of the Obligations Administrative Agent and the Borrower (including all or a portion of its Commitment) owing to the Lender to another Lender or other entitywhich, in which event (a) in the case of the Borrower, shall not be unreasonably withheld or delayed); provided, however, that no consent of the Borrower shall be required if an Event of Default shall have occurred and be continuing, (ii) require the execution of an assignment agreement (an "Assignment Agreement") substantially in the form attached hereto as Exhibit G and otherwise in form and substance reasonably satisfactory to, and acknowledged by, the Administrative Agent; (iii) if a partial assignment, upon notice thereof be in an amount at least equal to $5,000,000, be of the same Pro Rata Share of the Commitment and the Loan and, after giving effect to any such partial assignment (together with all other partial assignments), the assigning the Lender shall have retained Commitments and Loans in an amount at least equal to $5,000,000; and (iv) include a payment to the Administrative Agent of an assignment fee of $3,500 by the assigning Lender. The failure of the Borrower to consent to an assignment to a Person that is or is an Affiliate of a Person that is engaged in the telecommunications industry and is a competitor of or supplier to any Loan Party shall not be deemed unreasonable. In the case of an assignment by any Lender to the Borrowerunder this Section 10.1, the assignee shall have, to the extent of such assignment (unless otherwise provided therein)assignment, the same rights, benefits and obligations as it would have if it were named as a Lender hereunder. The assigning the Lender hereunder; and (b) in the case shall be relieved of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any action its obligations hereunder except action directly relating to (i) the extension of a payment date with respect to its Commitments or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any portion such assignment will give rise to a direct obligation of the principal of or interest on any amount outstanding Borrower to the assignee and that the assignee shall be considered to be a "Lender." In all instances, each Lender's liability to make Loans hereunder allocated shall be several and not joint and shall be limited to such participant, (ii) the reduction Lender's Pro Rata Share of the principal amount outstanding applicable Commitment. In the event any Lender assigns or otherwise transfers all or any part of the Obligations, any such Lender shall so notify the Borrower and the Borrower shall, upon the request of the Administrative Agent or such Lender, execute a new Note in exchange for each Note, if any, or portion thereof being assigned. Notwithstanding the foregoing provisions of this Section 10.1(a), any Lender may at any time pledge the Obligations held by it and such Lender's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, however, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender's obligations hereunder or (iii) the reduction of the rate of interest payable on such amount or under any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such informationother Loan Document.