Common use of Assignment; Participations Clause in Contracts

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersJLM Domestic Entities, MacDonald, the Agent, the Banks Bank and their respective successors and assigns, except that no Borrower the JLM Domestic Entities and MacDonald may not assign or transfer his or its rights or obligations THEIR RIGHTS OR OBLIGATIONS hereunder. Each The Bank may may, with the prior written consent of the JLM Domestic Entities or MacDonald, assign, or sell participations participation in, all or any part of any Loan or Commitment its rights and obligations under the Letters of Credit to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentJLM Domestic Entities, 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 a Bank hereunder. In ) and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers JLM Domestic Entities under Article Articles 2 and 3 shall be determined as if such the Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers any JLM Entity or MacDonald in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any the Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 principal, interest or interest fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or hereunder, (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 such Bank may require Bank, or (iv) the consent extension of such participantthe Final Maturity Date. Such Bank may furnish any information concerning the Borrowers Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Subsidiary Borrower, the Guarantors, the Administrative Agent, the Banks Lenders and their respective successors and assigns, except that no the Borrower, the Subsidiary Borrower and the Subsidiary Guarantors may not assign or transfer his or its rights or obligations hereunderhereunder except as otherwise permitted under Section 8.10(c). Each Bank Lender may assign, assign or sell participations in, in all of its rights and obligations hereunder or any part of any Loan or Commitment its rights and obligations hereunder to another bank financial institution or other entity; provided, however, provided that (i) any sale assignment or assignment (as opposed to participation by any participation) to a transferee who is not already a “Bank” hereunder (A) shall be Lender of its rights and obligations in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate respect of the assigning Bank, in which case no such approval, and only notice to Letters of Credit shall require the Borrowers, shall be required)prior consent of the Issuing Lender, such approval consent not to be unreasonably withheld, delayed or conditioned, and in which event (iii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank Lender to the Borrowers Borrower or Subsidiary Borrower with a copy to the Administrative Agent, 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 a Bank Lender hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower and the Subsidiary Borrower under Article 3 4 shall be determined as if such Bank Lender had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank Lender in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility Lender to enforce the obligations of the Borrowers hereunder, provided that 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 allocated to such participant 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 such Bank may require the consent of such participantLender. Such Bank Lender may furnish any information concerning the Borrowers any LCC Consolidated Entity or any of their respective affiliates in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that, unless that such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment or sale of a participation interest pursuant to this paragraph (a), the assigning Bank or selling Lender shall pay the Administrative Agent an administrative fee for processing such assignment or participation in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. Borrower may not assign its rights or Obligations under this Agreement without the prior written consent of Bank. Bank may at any time assign or pledge its rights and obligations under this Agreement with the prior written consent of Borrower to any other party provided that the prior written consent of the Bank shall not be required (ai) This if an Event of Default under Section 9(a) or 9(h) of this Agreement shall be binding uponhas occurred and is continuing or (ii) if such assignment is to an affiliate of Bank. Subject to the foregoing, and all provisions contained in this Agreement or any document or agreement referred to herein or relating hereto shall inure to the benefit ofof Bank, the Borrowers, the Agent, the Banks and their respective its successors and assigns, except and shall be binding upon Borrower, its successors and assigns; provided, however, that no Borrower assignee shall be entitled to a greater payment pursuant to Section 3(i) than Bank would have been entitled to receive if it had not assigned its interest hereunder. Bank may assign sell participations to one or transfer his more Persons in or to all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entityunder this Agreement; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) ’s obligations under this Agreement shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bankremain unchanged, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, such obligations; and the Borrowers and the Agent (iii) Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementAgreement and the other Loan Documents. The agreement executed by such Bank in favor of the Borrower agrees that each participant shall provide be entitled to the benefits of Sections 3(i) 3(j), 3(k) and 4 (subject to the requirements and limitations therein, including the requirements under Sections 4(c) and (d) (it being understood that the documentation required under Sections 4(c) and (d) shall be delivered to Bank)) to the same extent as if it had acquired its interest by assignment; provided that such Bank participant shall retain the sole right not be entitled to receive any greater payment under Sections 3(i) 3(j), 3(k) and responsibility to enforce the obligations of the Borrowers hereunder4, provided that action directly relating to (i) the extension of a payment date with respect to any participation, than Bank would have been entitled to receive. If Bank sells any participations of its right and obligations under this Agreement to a non-U.S. participant, Bank shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that Bank shall not have any obligation to disclose all or any portion of the principal Participant Register (including the identity of any participant or any information relating to a participant’s interest on in any amount outstanding hereunder allocated commitments, loans, letters of credit or its other obligations information under any Loan Document) to any person except to the extent that such participantdisclosure is necessary to establish that such commitment, (iiloan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) the reduction of the principal amount outstanding hereunder or (iii) United States Treasury Regulations. The entries in the reduction of Participant Register shall be conclusive absent manifest error, and Bank shall treat each person whose name is recorded in the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, Participation Register as the case may be, below that which the participant is entitled to receive under its agreement with such Bank may require the consent owner of such participant. Such Bank may furnish participation for all purposes of this Agreement notwithstanding any information concerning notice to the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankcontrary.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower The Lender may assign or transfer his or any of its rights and obligations hereunder or obligations hereunder. Each Bank may assign, or sell participations in, all or under any part of any the other Loan or Commitment to another bank or other entityDocuments; provided, however, provided that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in unless an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default has occurred and is then continuing, shall be approved in writing by the Borrowers (unless any such assignment is to an affiliate of shall require the assigning Bank, in which case no Borrower’s prior written consent (such approval, and only notice to the Borrowers, shall be required), such approval consent not to be unreasonably withheld, delayed or conditioned). The Lender may also grant or sell participation interests in this Agreement and the other Loan Documents and all sums payable hereunder and thereunder (each, and a “Participation”) so long as each of the following conditions is satisfied with respect to such Participation: (i) in the absence of an Event of Default, the proposed participant is not a Competitor of the Borrower or any Affiliate thereof; (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the no participant shall have no rights under direct recourse against the Facility Documents and all amounts payable by Borrower or any Affiliate of the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for Borrower but only through the performance of its obligations hereunder, and Lender; (iii) the Borrowers and the Agent Borrower shall continue to deal solely and directly exclusively with such Bank the Lender in connection with such Bankthe Lender’s rights and obligations under this Agreement. The ; and (iv) any agreement executed by or instrument pursuant to which the Lender sells such Bank in favor of the participant a Participation shall provide that such Bank shall retain the sole right and responsibility any action to be taken to enforce the obligations terms of the Borrowers hereunderthis Agreement or to amend, provided that action directly relating to (i) the extension of a payment date with respect to modify or waive 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 such Bank may provisions thereof shall require the consent of not less than a majority of the parties holding an interest this Agreement and all sums payable thereunder; provided, however, that such participant. Such Bank agreement or instrument may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided provide that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate without the consent of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a)each participant, the assigning Bank shall pay Lender may not agree to: (A) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Agent an administrative fee for processing such assignment in Note, or any other amounts due by the Borrower or the Guarantor under this Agreement or any other Loan Document, (B) reduce the amount of $5,000any scheduled principal and/or interest payment due hereunder or under the Note or any fees or other amounts payable by the Borrower or the Guarantor to the Lender under any of the Loan Documents; provided, except for however, that only the consent of a majority of the participants shall be necessary to amend the definition of “Default Rate”, (C) release the Guarantor of any assignment of its payment or performance obligations under its Guaranty, (D) release, subordinate or substitute any collateral given to an affiliate secure the Borrower’s obligations under this Agreement or any other Loan Document, or (E) amend, waive or modify the provisions of such assigning Bankthis Section 9.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the each Agent, the Banks and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan its Commitment, its Swing Line Commitment, if any, or Commitment of its ratable share of the Obligations to another bank or other entity; provided, however, that (i) any sale or . Each assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an the minimum amount not less than of $5,000,000 and the lesser proposed assignee shall be subject to the prior written approval of (x) $[***] the Company (which amount approval shall automatically reduce proportionally following any Commitment reductions hereundernot be unreasonably withheld or delayed) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] Agents (which amount approval shall automatically reduce proportionally following any Commitment reductions hereunder), and not be unreasonably withheld or delayed) (B) so long as except that no Event of Default is then continuing, such consent shall be approved required in writing connection with an assignment or participation sold by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any a Bank to exceed [***]% shall require the unanimous written consent of all of the other Banksanother bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, 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 a any other Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Transaction Documents and all amounts payable by the Borrowers hereunder and under Article 3 the other Transaction Documents shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that -108- 114 not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i1) 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, (ii2) increases in the reduction amount of the principal amount outstanding hereunder such participating bank's Commitment or Term Loan Commitment, or (iii3) 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 such Bank may require the consent of such participantBank. Such Bank The Banks may furnish any information concerning the Borrowers Credit Parties in the possession of such Bank the Banks from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank that the Banks shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially information. In addition to the form assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of Exhibit F. In connection with its Loans and Notes to any assignment Federal Reserve Bank as collateral security pursuant to this paragraph (a), Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankfrom its obligations hereunder.

Assignment; Participations. Each Bank may, with the prior written consent of the Borrower (awhich may be unreasonably withheld) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks assign to one or more eligible assignees all or a portion of its interests, rights and their respective successors and assignsobligations under this Agreement (including, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations inwithout limitation, all or any part a portion of any Loan or Commitment the Advances at the time owing to another bank or other entityit and the Notes held by it); provided, however, that (ia) any sale or each such assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Banka constant, and shall also leave any assigning Bank that remains not a “Bank” hereunder with a Commitment varying, percentage of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of all the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement. The agreement executed by such Bank in favor , (b) the Commitment Percentage of the participant shall provide that assigning Bank subject to each such Bank shall retain the sole right and responsibility to enforce the obligations assignment (determined as of the Borrowers hereunderdate the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000 and must be in multiples of $1,000,000, provided that action directly relating and (c) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any Note or Notes subject to such assignment. 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, (i) the extension assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participantBank hereunder, and (ii) the reduction of assigning Bank thereunder shall, to the principal amount outstanding hereunder or (iii) extent provided in such assignment, be released from its obligations under this Agreement. Notwithstanding the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amountforegoing, as the case may be, below that which the participant is entitled to receive under its agreement with such each Bank may require assign its interest under this Agreement without the consent of any other party (but in compliance with such participant. Such Bank reasonable documentation requirements as the Agent may furnish impose), (A) to any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate institutional Affiliate of such Bank, or (B) to the Federal Reserve Bank or any branch thereof as collateral in the ordinary course of business. Notwithstanding any other provision of this Agreement, the Borrower understands that any Bank may at any time enter into participation agreements with one or more participating banks whereby such Bank shall require will allocate certain percentages of its Commitment to such bank or banks. The Borrower acknowledges that, for the convenience of all parties, this Agreement is being entered into with the Banks only and that Borrower's obligations hereunder are undertaken for the benefit of, and as an inducement to, any such prospective assignee or such participant (prospective or otherwise) participating bank as well as the Banks, and the Borrower hereby grants to agree each participating bank, to the extent of its participation in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a)Commitment, the assigning Bank right to set off deposit accounts maintained by the Borrower with such bank, provided that such participating banks shall pay not become "Banks" hereunder, or be entitled to directly exercise any of the Agent an administrative fee for processing such assignment in rights or remedies of the amount of $5,000, except for any assignment to an affiliate of such assigning BankBanks hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, assigns (except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each ), and such successors and assigns shall thereupon become vested with all the benefits in respect thereof granted to the Bank may assign, herein or sell participations in, all or any part of any Loan or Commitment to another bank or other entityotherwise; provided, however, that (i) the Bank may assign all or any sale part of any Loan or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than Loans made by it only with the lesser prior consent of (x) $[***] the Borrower (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned), and (ii) any sale the Bank may sell participations therein, only to a bank, insurance company, trust company, brokerage house, pension fund, or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In financial institution, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, rights and benefits and obligations as it would have if it were a the Bank hereunder. In , and (b) in the case of a participation, the participant shall not have no any rights under this Agreement, the Facility Documents Note, or any other documents referred to herein (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by the Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower under Article 3 5 hereof shall be determined as if such the Bank had not sold such participation, such provided, however, that the Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations may not sell participations under this Agreement. The any agreement executed by such Bank in favor of which gives the participant shall provide that such a right to approve or disapprove of any consent, waiver or amendment by the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that action directly relating to (i) the extension of a payment date with respect to any portion provision of this Agreement (except for any provision hereof relating to the principal payment of or any amount, the date on which such payment is due, the rate at which interest accrues 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 Loan or any other amount payable hereunder, or the release of fees payable hereunder to a rate any guarantee of, or amountthe substitution or release of any collateral security for, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank may require the consent of such participantLoans). Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks Bank and their respective successors succes sors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of any Revolving Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentBorrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits 40 39 and obligations as it would have if it were a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementDocuments. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. Each Bank may, with the prior written consent of the Borrower (which may be unreasonably withheld) and the Agent, 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 Advances at the time owing to it and the Notes held by it); PROVIDED, HOWEVER, that (a) This Agreement each such assignment shall be binding uponof a constant, and shall inure to the benefit ofnot a varying, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, percentage of all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement. The agreement executed by such Bank in favor , (b) the Commitment Percentage of the participant shall provide that assigning Bank subject to each such Bank shall retain the sole right and responsibility to enforce the obligations assignment (determined as of the Borrowers hereunderdate the Assignment and Acceptance with 39 respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000 and must be in multiples of $1,000,000, provided that action directly relating and (c) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any Note or Notes subject to such assignment. 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, (i) the extension assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participantBank hereunder, and (ii) the reduction assigning Bank thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement. Notwithstanding any other provision of this Agreement, the Borrower understands that any Bank may at any time enter into participation agreements with one or more participating banks whereby such Bank will allocate certain percentages of its Commitment to such bank or banks. The Borrower acknowledges that, for the convenience of all parties, this Agreement is being entered into with the Banks only and that Borrower's obligations hereunder are undertaken for the benefit of, and as an inducement to, any such participating bank as well as the Banks, and the Borrower hereby grants to each participating bank, to the extent of its participation in the Commitment, the right to set off deposit accounts maintained by the Borrower with such bank, provided that such participating banks shall not become "Banks" hereunder, or be entitled to directly exercise any of the principal amount outstanding hereunder rights or (iii) the reduction remedies 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 such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning BankBanks hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each The Bank may assignsell Participations in, or sell participations in, upon ten (10) days' notice to the Borrower may assign all or any part of of, any Revolving Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Banklender, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, the Revolving Note or any other Loan Document. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled 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 allocated to such participant 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such PROVIDED that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This The Program Documents are not assignable by Seller. A Buyer, in its sole discretion, may from time to time assign all or a portion of its rights and obligations under this Agreement and the Program Documents; provided, however that if such assignment is not made to an Affiliate of the Buyer, the Buyer must obtain the consent of Seller for such assignment, which consent shall not be unreasonably withheld; and provided further that the Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by the Buyer and its assignee (an "Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be binding upona party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall inure succeed to the benefit ofapplicable rights and obligations of the Buyer hereunder, and (b) the BorrowersBuyer shall, to the Agent, the Banks extent that such rights and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment have been so assigned by it to another bank or other entity; provided, however, that either (i) any sale an Affiliate of the Buyer which assumes the obligations of the Buyer or assignment (as opposed to any participationii) to a transferee who is not already a “Bank” hereunder another Person approved by Seller (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that such Bank shall retain the sole right and responsibility to enforce which assumes the obligations of the Borrowers hereunderBuyer, provided that action directly relating be released from its obligations hereunder and under the Program Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to (i) take directions solely from the extension Agent on behalf of the Buyers. Subject to the provisions of Section 37, a payment date with respect Buyer may distribute 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 such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee any document or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) other information delivered to agree in writing to maintain the confidentiality of such information Buyer by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with Seller. Notwithstanding any assignment by a Buyer pursuant to this paragraph (a)Section 29, the assigning Bank Buyers shall pay remain liable as to the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning BankTransactions.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank may assignassign (subject to the prior written consent of the Borrower, which shall not be unreasonably withheld), or sell participations in, all or any part of any its commitment or the Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Agent, 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 a Bank hereunder. In hereunder and the assigning Bank shall be released from its obligations hereunder to the extent of such assignment; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) 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, (iiiii) the reduction of the principal amount outstanding hereunder or (iiiiv) 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee shall be paid to the Agent for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank3,000.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, Micro Warehouse, the Subsidiary Borrowers, the Subsidiary Guarantors, the Administrative Agent, the Banks Lenders and their respective successors and assigns, except that no Borrower none of the Obligors may not assign or transfer his or its their rights or obligations hereunder. Each Bank So long as any assignment or participation by any Lender of its rights and obligations in respect of the Letters of Credit shall require the prior consent of the Issuing Lender such consent not to be unreasonably withheld, each Lender may assign, or sell participations in, all or any part of any Loan or Commitment Obligation to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank Lender to the Borrowers Micro Warehouse with a copy to the Administrative Agent, 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 a Bank Lender hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article Articles 2 and 3 shall be determined as if such Bank Lender had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank Lender in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility Lender to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantLender. Such Bank Lender may furnish any information concerning the Borrowers Consolidated Entities in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that, unless that such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank Lender shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure Upon thirty (30) days prior notice to the benefit ofBorrower and with the written consent of the Agent and the Borrower (which consent shall not be unreasonably withheld), the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower each Bank may assign to one or transfer his more commercial banks or financial institutions all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations inunder this Agreement (including without limitation, all or any part a portion of any Loan or its Commitment and the amounts under the Revolving Loans owing to another bank or other entityit); provided, however, that (i) any sale or each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as opposed of the date of the Assignment and Acceptance) with respect to any participation) to a transferee who is not already a “Bank” hereunder (A) such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the case of an amount not less than Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunderincrement), and (Biii) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless parties to each such assignment is to an affiliate of the assigning Bank, in which case no such approval, shall execute and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy deliver to the Agent, for its acceptance and recording in the assignee shall have, to the extent of such assignment Register (unless otherwise provided thereinas defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the same rightsassigning Bank. Notwithstanding the foregoing, benefits and obligations as it would have if it were a Bank hereunder. In no written consent of the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 Borrower shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank required in connection with any assignment by a Bank to an Affiliate of such Bank’s Bank of all or a portion of its rights and obligations under this Agreement. The agreement executed by Upon such Bank execution, delivery, acceptance and recording, from and after the effective date specified in favor of the participant shall provide that such Bank shall retain the sole right each Assignment and responsibility to enforce the obligations of the Borrowers hereunderAcceptance, provided that action directly relating to (ix) the extension of assignee thereunder shall be a payment date with respect Bank party hereto and, to the extent that rights and obligations (including any portion of the principal of or interest on any amount outstanding Commitment) hereunder allocated have been assigned to it pursuant to such participantAssignment and Acceptance, shall have the rights and obligations of a Bank hereunder and (iiy) the reduction Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the principal amount outstanding hereunder or date of assignment (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amountand, as in the case may be, below that which of an assignment covering all or the participant is entitled to receive remaining portion of an assigning Bank's rights and obligations under its agreement with such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bankthis Agreement, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such information by executing be a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (aparty hereto.), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks and their respective successors and assigns, except that no neither the Borrower nor any Bank may assign or transfer his or its rights or obligations hereunderobligations, or transfer participations, hereunder other than as specifically permitted in this Section 11.05. Each Notwithstanding the foregoing, (i) provided that it obtains the prior written consent of the Borrower, which consent may not be unreasonably withheld or delayed, each Bank may assign, or sell transfer participations in, in all or any part of any Loan or Commitment to another bank or other entity; providedits Commitment, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of principal amounts aggregating at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder)5,000,000, and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed one or conditionedmore other banks or other entities, and (ii) each Bank may transfer participations in all or any sale part of its Loans to one or assignment to any Bank more banks or other entities; provided, in each case, that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant participant(s) shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreementparticipation(s). The agreement executed by any such Bank in favor of any participant shall not give the participant shall provide that the right to prevent such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that from taking any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal of principal, interest or interest on any amount outstanding hereunder fees allocated to such participantparticipant that may be outstanding or payable hereunder, (iiiii) the reduction of the principal amount outstanding hereunder or (iiiiv) 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Administrative Agent, the Banks and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunderhereunder without the consent of all of the Banks. Each Bank may assign, assign (with the Borrower's consent as set forth below) or sell participations in, all or any part of any Loan its Loans or Commitment Commitments (pro rata) to another anothe bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the such Bank to the Borrowers Borrower with a copy to the Administrative Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation. Any assignment pursuant to this Section 11.5 shall be in an amount not less than $5,000,000, shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000 and shall be subject to the prior consent of the Borrower (which shall not be unreasonably withheld), except that (i) no such Bank shall remain responsible minimum amount will be required to be transferred or retained and no such prior consent will be required if such assignment is necessary or prudent for regulatory purposes, (ii) no such minimum amount will be required to be transferred and no such prior consent will be required if the performance transferee is already a "Bank" hereunder and (iii) no such prior consent will be required if the transferee is a commercial bank that is an affiliate of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such assigning Bank’s rights and obligations under this Agreement. The agreement executed by such any Bank in favor of a participant shall not give the participant shall provide that the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereu der except action directly relating to (i) the extension of a payment date (including the Termination 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $5,0003,500, except for any assignment to that such fee will not be required if the assignee is already a "Bank" hereunder or if the assignee is a commercial bank that is an affiliate of such the assigning Bank.

Assignment; Participations. (a) This Agreement shall be -------------------------- binding upon, and ,shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser minimum amounts of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank5,000,000, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentBorrower, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementDocuments. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning information. The Bank shall pay have the Agent an administrative fee for processing right at any time to pled a all or any portion of its rights under the Loans or this Agreement or the Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such assignment in pledge or enforcement thereof shall release a Bank from its obligations under any of the amount of $5,000, except for any assignment to an affiliate of such assigning BankFacility Documents.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks Bank and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser minimum amounts of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank1,000,000, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentBorrowers, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementDocuments. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning information. The Bank shall pay have the Agent an administrative fee for processing right at any time to pledge all or any portion of its rights under the Loans or this Agreement or the Notes to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U. S. C. Section 341. No such assignment in pledge or enforcement thereof shall release the amount Bank from its obligations under any of $5,000, except for any assignment to an affiliate of such assigning Bank.the Facility Documents. 183

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks Lenders and their respective successors and assigns, except that no Borrower the Borrowers may not assign or transfer his or its rights or obligations hereunder. Each Bank Lender may assign, or sell participations in, all or any part of its commitment or any Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank Lender to the Borrowers with a copy to the Agent, 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 a Bank Lender hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 2.10, 2.11 and 2.14 shall be determined as if such Bank Lender had not sold such participation, such Bank shall remain responsible for . No assignment can be made without the performance consent of its obligations hereunder, and the Borrowers and the Agent (which consents will not be unreasonably withheld) or in a principal amount which is less than $5,000,000 ; provided further that no consent of the Borrowers to any assignment shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreementbe required after the occurrence of an Event of Default which shall be continuing. The agreement executed by such Bank a Lender in favor of any participant shall not give the participant shall provide that the right to require such Bank shall retain the sole right and responsibility Lender to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of the Revolving Credit Termination Date, (ii) 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, (iiiii) the reduction of the principal amount outstanding hereunder or (iiiiv) 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 such Bank may require the consent of such participantLender. Such Bank Lender may furnish any information concerning the Borrowers in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants)) with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld; provided that, unless that such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except 2,500 shall be paid to the Agent by the assignee for any assignment to an affiliate of processing such assigning Bankassignment.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment or any Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder hereunder, or with respect to any Commitment fees, allocated to such participant, (iiiii) the reduction of the principal amount outstanding hereunder or (iiiiv) 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersObligors, the Agent, the Banks and their respective successors and assigns, except that no Borrower the Obligors may not assign or transfer his or its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment its rights and obligations under the Letters of Credit to another bank or other entity; provided, however, provided that (i) any sale or each such assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an a minimum amount not less than the lesser of (x) equal to $[***] (which amount shall automatically reduce proportionally following 5,000,000; provided further that any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate by such Bank of its rights and obligations in respect of the assigning Bank, in which case no Letters of Credit shall require the prior consent of Chase such approval, and only notice to the Borrowers, shall be required), such approval consent not to be unreasonably withheld, delayed or conditioned, and in which event (iii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Obligors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, or upon ten (10) days' notice to the Borrower may assign all or any part of of, any Revolving Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Banklender, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under this Agreement or the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementRevolving Note. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled 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 allocated to such participant 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment or any Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article ARTICLE 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder hereunder, or with respect to any Commitment fees, allocated to such participant, (iiiii) the reduction of the principal amount outstanding hereunder or (iiiiv) 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Administrative Agent, the Banks and their respective successors and assigns, except that no Borrower the Borrowers may not assign or transfer his or its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Administrative Agent, 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 a Bank hereunder. In , and the assignor shall, to the extent of such assignment (unless otherwise provided therein), relinquish its rights and be released from its obligations hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participationparticipation and such Bank's obligations hereunder shall remain unchanged, such Bank shall remain being solely responsible for the performance of its obligations hereunder, such obligations. Each such assignment shall be to an Eligible Assignee and the Borrowers and the Agent shall continue be in an amount equal to deal solely and directly with such Bank $5,000,000 or an integral multiple of $1,000,000 in connection with such Bank’s rights and obligations under this Agreementexcess thereof. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain to take or omit to take any action hereunder (such Bank retaining the sole right and responsibility to enforce the obligations Obligations of the Borrowers hereunderrelating to the Loans and the Notes and to approve any amendment, provided that modification, waiver or provision of this Agreement) 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 such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.94 88

Assignment; Participations. (a) This Agreement shall be -------------------------- binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Subject to the consent of the Insurance Commissioner, if required, the Bank may assign, or sell participations in, or upon ten (10) days' notice to the Borrower may assign all or any part of of, any Revolving Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Banklender, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under this Agreement, the Facility Documents and all amounts payable by Revolving Note or the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Pledge Agreement. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled 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 allocated to such participant 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such -------- participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bankinformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Subsidiary Co-Borrowers, the Administrative Agent, the Banks and their respective successors and assigns, except that no Borrower the Primary Obligors may not assign or transfer his or its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment Senior Obligation to another bank or other entity; provided, however, entity provided that (i) any sale assignment or assignment (as opposed to participation by any participation) to a transferee who is not already a “Bank” hereunder (A) Bank of its rights and obligations in respect of the Letters of Credit shall be in an amount not less than require the lesser prior consent of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Issuing Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval consent not to be unreasonably withheld, delayed or conditioned, and in which event (iii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Administrative Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower and the Subsidiary Co-Borrowers under Article 3 4 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Consolidated Entities in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank3,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to With the benefit of, the Borrowers, written consent of the Agent, the other Banks and their respective successors and assignsthe Borrower, except that no Borrower each Bank may assign to one or transfer his more Eligible Assignees all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations inunder this Agreement (including without limitation, all or any part a portion of any Loan or its Commitment and the amounts under the Loans owing to another bank or other entityit); provided, however, that (i) any sale or each such assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Banka 42 constant, and shall also leave any assigning Bank that remains not a “Bank” hereunder with a Commitment varying, percentage of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate all of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 amount of the principal amount outstanding hereunder Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $1,000,000 and shall be an integral multiple of $100,000 (or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment), and (iii) the reduction parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and a $2,000 processing fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a Bank party hereto and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rate rights and obligations of interest payable on a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such amount or any amount of fees payable hereunder Assignment and Acceptance, relinquish its rights (other than its rights to a rate or amountindemnification under Section 9.03) and be released from its obligations under this Agreement (and, as in the case may be, below that which of an assignment covering all or the participant is entitled to receive remaining portion of an assigning Bank's rights and obligations under its agreement with such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bankthis Agreement, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such information by executing be a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (aparty hereto), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser minimum amounts of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank5,000,000, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentBorrower, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementDocuments. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning information. The Bank shall pay have the Agent an administrative fee for processing such assignment in right at any time to pledge all or any portion of its rights under the amount Loans or this Agreement or the Note to any of $5,000the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, except for any assignment to an affiliate of such assigning Bank.12 U.S.C. Section 341. No such

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersObligors, the Agent, the Banks and their respective successors and assigns, except that no Borrower the Obligors may not assign or transfer his or its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment its rights and obligations under the Letters of Credit to another bank or other entity; provided, however, provided that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate by such Bank of its rights and obligations in respect of the assigning Bank, in which case no Letters of Credit shall require the prior consent of Chase such approval, and only notice to the Borrowers, shall be required), such approval consent not to be unreasonably withheld, delayed or conditioned, and ; provided further that (iii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers Obligors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Lender and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank Subject to the consent of the Insurance Commissioner, if required, the Lender may assign, or (a) sell participations inin any Loan, (b) upon ten (10) days’ notice to the Borrower may assign all, but not a part, of any Loan to another lender, (c) without notice to the Borrower may assign all or any part of any Loan to any Affiliate of the Lender, or Commitment (d) with the prior written consent of the Borrower, which consent will not unreasonably be withheld, may assign less than all of any Loan to another bank or other entity; providedlender, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank the Lender hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under this Agreement or the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementNote. The agreement executed by such Bank the Lender in favor of the any participant shall provide that not give such Bank shall retain participant the sole right and responsibility to enforce require the obligations of the Borrowers hereunder, provided that Lender to take or omit to take any action hereunder except action directly relating to (ia) the extension of a regularly scheduled payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (iib) the reduction of the principal amount outstanding hereunder allocated to such participant or (iiic) 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 such Bank may require the consent of such participantLender. Such Bank The Lender may furnish any information concerning the Borrowers Borrower in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank 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 by executing a Confidentiality Agreement in substantially accordance with the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment provisions set forth in the amount of $5,000, except for any assignment to an affiliate of such assigning BankSection 8.15.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit ofof the Borrower, the Borrowers, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, or upon forty-five (45) days' notice may assign all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Banklender, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under this Agreement, the Facility Documents and all amounts payable by Note or the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Security Agreement. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled 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 allocated to such participant 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 Bank. Without limiting the generality of the foregoing, the Bank reserves the right to assign all or any part of any Loan or any of its rights under this Agreement to any Federal Reserve Bank; provided, however, that no such assignment shall release the Bank may require the consent of such participantfrom its obligations hereunder. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower The Lender may assign or transfer his or any of its rights and obligations hereunder or obligations hereunder. Each Bank may assign, or sell participations in, all or under any part of any the other Loan or Commitment to another bank or other entity; provided, however, that Documents (i) any sale or assignment to a regulated financial institution without the consent of, but upon notice to, the Borrower, and (as opposed to any participationii) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Banknon-regulated financial institution with, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default has occurred and is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate consent of the assigning Bank, in which case no Borrower (such approval, and only notice to the Borrowers, shall be required), such approval consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed). In the event the Borrower fails to respond to such request for consent within ten (10) Business Days after its receipt thereof, and the Borrower shall be deemed to have consented thereto. In the event the Borrower refuses to give its consent to such request, the Borrower shall have the option of either (i) prepaying the Loan in full, without penalty, within sixty (60) days thereafter, or (ii) any sale waiving its right to object to such assignment. The Lender may also grant or assignment to any Bank that would cause sell participation interests in this Agreement and the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of other Loan Documents and all sums payable hereunder and thereunder (each, a “Participation”) so long as each of the other Banks. In following conditions is satisfied with respect to such Participation: (i) in the case absence of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentEvent of Default, the assignee shall have, to proposed participant is not a Competitor of the extent of such assignment Borrower or any Affiliate thereof; (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder. In the case of a participation, the ii) no participant shall have no rights under direct recourse against the Facility Documents and all amounts payable by Borrower or any Affiliate of the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for Borrower but only through the performance of its obligations hereunder, and Lender; (iii) the Borrowers and the Agent Borrower shall continue to deal solely and directly exclusively with such Bank the Lender in connection with such Bankthe Lender’s rights and obligations under this Agreement. The ; and (iv) any agreement executed by or instrument pursuant to which the Lender sells such Bank in favor of the participant a Participation shall provide that such Bank shall retain the sole right and responsibility any action to be taken to enforce the obligations terms of the Borrowers hereunderthis Agreement or to amend, provided that action directly relating to (i) the extension of a payment date with respect to modify or waive 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 such Bank may provisions thereof shall require the consent of not less than a majority of the parties holding an interest this Agreement and all sums payable thereunder; provided, however, that such participant. Such Bank agreement or instrument may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided provide that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate without the consent of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a)each participant, the assigning Bank shall pay Lender may not agree to: (A) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Agent an administrative fee for processing such assignment in Note, or any other amounts due by the Borrower or the Guarantor under this Agreement or any other Loan Document, (B) reduce the amount of $5,000any scheduled principal and/or interest payment due hereunder or under the Note or any fees or other amounts payable by the Borrower or the Guarantor to the Lender under any of the Loan Documents; provided, except for however, that only the consent of a majority of the participants shall be necessary to amend the definition of “Default Rate”, (C) release the Guarantor of any assignment of its payment or performance obligations under its Guaranty, (D) release, subordinate or substitute any collateral given to an affiliate secure the Borrower’s obligations under this Agreement or any other Loan Document, or (E) amend, waive or modify the provisions of such assigning Bankthis Section 9.13.

Assignment; Participations. (a) This Agreement With the written consent of the Agent and the Borrower (which consent shall not be binding uponunreasonably withheld), and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower each Bank may assign to one or transfer his more commercial banks or financial institutions all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations inunder this Agreement (including without limitation, all or any part a portion of any Loan or its Commitment and the amounts under the Revolving Loans owing to another bank or other entityit); provided, however, that (i) any sale or each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as opposed of the date of the Assignment and Acceptance) with respect to any participation) to a transferee who is not already a “Bank” hereunder (A) such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the case of an amount not less than Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunderincrement), and (Biii) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless parties to each such assignment is to an affiliate of the assigning Bank, in which case no such approval, shall execute and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy deliver to the Agent, for its acceptance and recording in the assignee shall have, to the extent of such assignment Register (unless otherwise provided thereinas defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the same rightsassigning Bank. Notwithstanding the foregoing, benefits and obligations as it would have if it were a Bank hereunder. In no written consent of the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 Borrower shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank required in connection with any assignment by a Bank to an Affiliate of such Bank’s Bank of all or a portion of its rights and obligations under this Agreement. The agreement executed by Upon such Bank execution, delivery, acceptance and recording, from and after the effective date specified in favor of the participant shall provide that such Bank shall retain the sole right each Assignment and responsibility to enforce the obligations of the Borrowers hereunderAcceptance, provided that action directly relating to (ix) the extension of assignee thereunder shall be a payment date with respect Bank party hereto and, to the extent that rights and obligations (including any portion of the principal of or interest on any amount outstanding Commitment) hereunder allocated have been assigned to it pursuant to such participantAssignment and Acceptance, shall have the rights and obligations of a Bank hereunder and (iiy) the reduction Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the principal amount outstanding hereunder or date of assignment (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amountand, as in the case may be, below that which of an assignment covering all or the participant is entitled to receive remaining portion of an assigning Bank's rights and obligations under its agreement with such Bank may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bankthis Agreement, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such information by executing be a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (aparty hereto.), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of the Revolving Credit Commitment or any Loan or Commitment to another bank or other entity; providedentity which is not a competitor of the Borrower or its Subsidiaries, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentBorrower, 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 a the Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementDocuments. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank.;

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Lender and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder, without prior written consent of the Lender (any of such assignment or transfer without such consent shall be null and void). Each Bank may assignProvided that the requirements of Section 12.05(c) are met, Lender shall have the unrestricted right at any time or from time to time to assign or sell participations in, in all of its rights and obligations hereunder or any part of any Loan or Commitment its rights and obligations hereunder to another bank or other entity; provided, however, financial institution provided that (i) any sale or each such assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in a minimum amount equal to $3,000,000 and an integral multiple of $1,000,000 in excess thereof (unless such amount constitutes the entire remaining amount of Lender's Commitment), (ii) each such assignment of Lender's Revolving Credit Commitment shall be of a uniform, and not less than a varying, percentage of all rights and obligations under and in respect of Lender's Revolving Credit Commitment, and (iii) each such assignment of Lender's Revolving Credit Commitment shall be subject to the lesser consent of the Borrower, which consent will not be unreasonably withheld or delayed (provided that such consent shall not be required if a Default or an Event of Default has occurred and is continuing); in which event (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank Lender to the Borrowers with a copy to the AgentBorrower, 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 a Bank Lender hereunder. In ; and (y) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under the Facility Documents, including, without limitation, under Article 3 4, shall be determined as if such Bank Lender had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank Lender in favor of the participant shall provide that such Bank shall retain not give the sole participant the right and responsibility to enforce the obligations of the Borrowers hereunder, provided that require 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 allocated to such participant 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 such Bank may require the consent of such participantLender. Such Bank Lender may furnish any information concerning the Borrowers Borrower, any Subsidiary or any other Obligor (or any of their respective affiliates) in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank that Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially accordance with the form provisions of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning BankSection 12.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks parties hereto and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank The Lender may assign, or sell participations in, all or any part of any Loan or Commitment to another bank lender or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank Lender to the Borrowers with a copy to the AgentBorrower, 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 a Bank the Lender hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 III shall be determined as if such Bank the Lender had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank the Lender in favor of the participant shall provide that such Bank shall retain not give the sole participant the right and responsibility to enforce require the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantLender. Such Bank The Lender may furnish any information concerning the Borrowers Borrower in the possession of such Bank the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree which have agreed in writing to maintain be bound by the confidentiality provisions of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning BankSection 10.13 hereof.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each With the consent of the Borrower, which consent shall not be unreasonably withheld, the Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and event (iia) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the AgentBorrower, 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 a the Bank hereunder. In ; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this AgreementDocuments. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning information. The Bank shall pay have the Agent an administrative fee for processing right at any time to pledge all or any portion of its rights under the Loans or this Agreement or the Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such assignment in pledge or enforcement thereof shall release the amount Bank from its obligations under any of $5,000, except for any assignment to an affiliate of such assigning Bankthe Facility Documents.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower the Borrowers may not assign or transfer his or its rights or obligations hereunder. Each Bank may, with the prior written consent of the Agent and, except while a Default exists and is continuing, the Borrowers (which consent of the Borrowers may not be unreasonably be withheld) assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that in which event (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In ; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation. Any assignment pursuant to this Section 11.5 shall be in an amount not less than $5,000,000 and shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000, except that (i) no such Bank shall remain responsible minimum amount will be required to be transferred or retained if such assignment is necessary or prudent for the performance of its obligations hereunderregulatory purposes, and (ii) no such minimum amount will be required to be transferred if the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such transferee is already a "Bank’s rights and obligations under this Agreement" hereunder. The agreement executed by such Bank in favor of the participant shall provide that not give the participant the right to require such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information information. Notwithstanding any provision of this Section 11.5 to the contrary, in no event shall any participant have greater rights with respect to any or all of the Borrowers than those held by executing a Confidentiality Agreement in substantially the form of Exhibit F. Bank from which it obtained its participating interest. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000, except for any assignment to an affiliate of such assigning Bank2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, the Agent, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer his or its rights or obligations hereunder. Each Subject to Sections 10.05(b) and (c) hereof, the Bank may assignnot assign or transfer its rights under this Agreement and the Note without the prior written consent of the Borrower; provided, however, that the Bank may, without such consent or notice, sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, 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 a Bank hereunder. In event in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers Borrower under Article 3 shall be determined as if such the Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such the Bank in favor of the participant shall provide that such not give the participant the right to require the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that 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 such Bank may require the consent of such participantBank. Such The Bank may furnish any information concerning the Borrowers Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information by executing a Confidentiality Agreement in substantially information. With respect to participations and assignments of rights of the form of Exhibit F. In connection with any assignment pursuant to Bank permitted under this paragraph (a), the assigning Bank shall pay remain solely responsible for the Agent an administrative fee for processing such assignment performance of its obligations under this Agreement and the Borrower shall continue to deal solely and directly with the Bank in connection with the amount of $5,000, except for any assignment to an affiliate of such assigning Bank's rights and obligations under the Agreement.