Common use of Assignment; Participations Clause in Contracts

Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Document.

Assignment; Participations. (a) With the written consent of the Issuing Lender and the Agent (which consent shall not be unreasonably withheld), each Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents. In the event of an assignment of all of its rights(including, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights Commitment and the amounts under the NoteReimbursement Obligations owing to it); provided, however, that in (i) each such case Lender assignment shall remain be of a constant, and not a varying, percentage of all of the holder of this Agreement assigning Lender's rights and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights obligations under this Agreement Agreement, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the Loan Documents. Lender maycase of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, in connection with any lesser increment), and (iii) the parties to each such assignment or participation or proposed assignment or proposed participation, disclose shall execute and deliver to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of BorrowerAgent, providedfor its acceptance and recording in the Register (as defined in (c) below), thatan Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Lender. Upon such execution, prior to any such disclosuredelivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee or participant or proposed assignee or proposed participant thereunder shall agree be a Lender party hereto and, to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or 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 rights and obligations of a Lender hereunder and (y) the Lender 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 this Agreement Sections 2.6 and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender 8.5) and be released from any of its obligations under this Agreement arising after the date of assignment (and, in the case of an assignment covering all or any other Loan Document or substitute any the remaining portion of an assigning Lender's rights and obligations under this Agreement, such pledgee or assignee for Lender as shall cease to be a party to this Agreement or any other Loan Documenthereto.)

Assignment; Participations. Lender may assign without Unless an Event of Default has occurred and is continuing, the written consent of Borrower (except as provided in the last sentence hereof)Borrower, to any which consent shall not be unreasonably withheld or delayed, is required for an assignment or transfer by Lender of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights and obligations under this Agreement and the Loan DocumentsAgreement. In the event of an assignment of all of its rightsrights hereunder, Lender may transfer the its Note to the assignee. In the event of an assignment of a portion less than all of its rights under the hereunder, then in substitution for such assigned Note, Lender Borrower shall deliver to Borrower Lender a new note(s) promissory note to the order of the assignee in an amount equal to the principal amount assigned to the assignee assignee, and a new note(s) promissory note to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the such assigned Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the such assigned Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) assigned Note to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the assigned Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender mayUnless an Event of Default has occurred and is continuing, without the prior written consent of Borrower, sell participations which consent shall not be unreasonably withheld or delayed, is required for any participation agreement or any other agreement with any person that purports to give such person, whether upon the occurrence of any of Lender’s Affiliates contingency or the Federal Reserve Bank of New Yorkotherwise, any (1) legal or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s beneficial rights under this Agreement and as against Borrower, (2) right to direct the Loan Documentsexercise by Lender of any rights it may have under this Agreement as against Borrower, or (3) right to require physical delivery of any interest paid by Borrower under this Agreement under any circumstances, unless such person has agreed that it will not make further transfers of or sales of participations in any of such interests. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof8.15, provided, further, that so long as any such Person agrees to so preserve the confidentiality of any such Information, Lender shall not be responsible for any failure by any such Person to preserve the confidentiality of such Information. Lender may at Notwithstanding anything to the contrary in this Agreement, Borrower shall not be obligated to make any time pledge greater payment under Sections 2.9(f) or assign 2.15 hereof than it would have been obligated to make in the absence of any such assignment, transfer or participation, except to the extent such obligation to make a security interest in all greater payment results from the introduction of, or any portion of its rights under this Agreement and change to or in the other Loan Documents to secure obligations of Lenderinterpretation of, including any pledge Legal Requirement that occurs after such assignment, transfer or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documentparticipation.

Assignment; Participations. Lender may (a) CIT shall have the right at any time to assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more commercial banks or other entitiesfinancial institutions (then entitled to receive payments of principal, or all or interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) a portion of its rights and obligations under this Agreement and the Loan Documents. In the event of an assignment of all of its rights(including, Lender may transfer the Note to the assignee. In the event of an assignment of without limitation, a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectivelyRevolving Credit Commitment, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal Loans owing to the principal amount of the Note, shall be dated the effective date of the assignment it and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it obligations as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to a Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved to Letters of Credit) and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the NoteRelated Documents; provided, however, that in (i) the identity of each such case Lender assignee shall remain be subject to the holder consent of this Agreement and the Note and accordingly Borrower, which consent shall not be unreasonably withheld or delayed, unless such assignee is on the list of proposed assignees delivered by CIT to the Borrower prior to the date hereof the Borrower shall continue not have rejected in writing such assignee in which case the consent of the Borrower shall not be required, (ii) the parties to deal solely each such assignment shall execute and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance, and (iii) after giving effect to such assignment, CIT's Revolving Credit Commitment shall be at least equal to the lesser of (1) $20,000,001 and (2) an amount equal to a majority of the aggregate amount of the Revolving Credit Commitments. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee or participant or proposed assignee or proposed participant any Information relating thereunder shall be a party hereto and to Borrower furnished the other Related Documents and, to Lender by or on behalf of Borrowerthe extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, providedhave the rights and obligations (including, that, prior to any such disclosurewithout limitation, the assignee or participant or proposed assignee or proposed participant shall agree obligation to preserve participate in Letters of Credit) of a Lender hereunder and thereunder and (B) CIT shall, to the confidentiality of any Information related to Borrower received extent that rights and obligations hereunder have been assigned by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of pursuant to such Assignment and Acceptance, relinquish its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender be released from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan DocumentAgreement.

Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the any assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the NoteObligations; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note Obligations and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Document.

Assignment; Participations. Lender Neither ColorTyme nor RAC may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, their rights or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights obligations under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior written consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge assign or assign a security sell this Agreement, or any rights hereunder or interest herein, and the Receivables, without the consent of ColorTyme or RAC; provided, that in the event Lender assigns or sells all or any portion substantially all of its Lender's rights under in this Agreement and the other Loan Documents Receivables, Lender (or its assignee or transferee) shall send, within at most thirty (30) days after such assignment or sale, written notice to secure ColorTyme and RAC of such assignment or sale (such notice is herein referred to as "Lender's Assignment Notice"). After receipt of the Lender's Assignment Notice, ColorTyme and RAC shall have the right, upon ninety (90) days' prior written notice to Lender's assignee or transferee, to terminate this Agreement and arrange for the payment in full of all Receivables (such notice is herein referred to as "ColorTyme's Termination Notice" and the date specified in such notice for termination and payment in full of all Receivables is herein referred to as the "Early Termination Date"). Notwithstanding ColorTyme's Termination Notice and termination of this Agreement, all rights of Lender (and its assignee or transferee) and all duties and obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations ColorTyme and RAC under this Agreement with respect to outstanding Receivables and all advances made to Franchisees pursuant to Lines of Credit prior to such termination shall continue until all such Receivables are fully paid in accordance with their terms and all such Lines of Credit are terminated. After receipt of ColorTyme's Termination Notice, Lender, its assignee or transferee, may notify any or all Franchisees obligated on outstanding Receivables that no advances will be made and all Lines of Credit shall be terminated on the Early Termination Date, and Lender, its assignee or transferee, shall have no obligation to make any advances to any Franchisee from and after the Early Termination Date; provided however, so long as no event of default has occurred and is continuing under the Receivables of any Franchisee, Lender's assignee or transferee, as the case may be, shall continue to make advances available under the applicable Line of Credit and/or Term Loans to such Franchisee in accordance with such Franchisee's applicable credit agreement and other Loan Document credit documentation at all times prior to the Early Termination Date. Lender may at any time sell to one or substitute more persons participating interests in any such pledgee or assignee for Lender as a party to Receivables and this Agreement without the prior consent of ColorTyme or any other Loan DocumentRAC.

Assignment; Participations. Lender may assign (i) with the prior written consent of Borrower, which consent shall not be unreasonably withheld and which consent is not required if an Event of Default has occurred and is continuing hereunder, to one or more banks or other entities, or (ii) without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of LenderBorrower, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without may sell participations (A) with the prior written consent of Borrower, sell participations which consent shall not be unreasonably withheld, to one or more banks or other entities, or (B) without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information confidential information related to Borrower received by it from Lender as provided in Section 8.18 hereofthe Confidentiality Agreement. Lender may at any time pledge or assign a security interest in all or any portion Borrower agrees that, to the extent permitted by law, each Participant shall be entitled to the benefits of its rights under this Agreement Sections 2.15, 2.9(f), 2.9(g) and 8.2 (subject to the other Loan Documents to secure requirements and obligations of Lenderthose sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subparagraph (b) of this Section 8.12; provided that a Participant shall not be entitled to receive any greater payment under Sections 2.15, including any pledge 2.9(f) or assignment 2.9(g) than the applicable Lender would have been entitled to secure obligations receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a Federal Reserve Bank; provided, greater payment results from a Change in Law that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documentoccurs after the Participant acquired the applicable participation.