Common use of Benefit of Agreement Clause in Contracts

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Bank may transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank andLenders and provided, provided further, that that, although any Lender may (without the Bank may consent of any Credit Party) transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder andand provided, provided further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note Note, in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by a either Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating and (II) that, solely in the case of a participant (each, a “Voting Participant”) which (x) has purchased a participation interest in such Lender’s Commitments and/or outstanding Term Loans in a minimum aggregate amount (without duplication) of at least $2,000,000 on or after the Amendment No. 4 Effective Date and (y) is (A) designated by such Lender to the U.S. Borrower and the Administrative Agent by written notice (a “Voting Participant Notice”) as being entitled to be accorded the rights of a “voting” participant hereunder, (B) approved by the U.S. Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (C) not a Disqualified Voting Participant, such participant shall be entitled to vote with respect to each Tranche in which it holds a participation from such Lender (and the voting rights of such Lender for each such Tranche shall be correspondingly reduced), on a Dollar basis, as if such participant were a Lender under such Tranche on any matter requiring or allowing such Lender to provide or withhold its consent or to otherwise vote on any proposed action (with any Voting Participant Notice, with respect to any Voting Participant, to be effective only if same (a) states the full legal name of such Voting Participant, as well as the relevant contact information and administrative details for such Voting Participant, and (b) states the Dollar amount of the participation interest in each Tranche purchased). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation; provided that a Voting Participant shall have the voting rights to which it is entitled as described in the preceding sentence.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Bank Banks and, provided further, that although the any Bank may transfer, assign or grant participations in its rights as provided hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitment hereunder except as provided in Section 10.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or effect (ii) consent to the assignment or transfer by it being understood that a Borrower waiver of any Default or Event of its rights Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and obligations under this Agreementthat an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank Lenders and, provided provided, further, that that, although any Lender may (without the Bank may consent of any Credit Party) transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided provided, further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation participa- tion under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note, Letter of Credit or Note Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the CL Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by a Borrower any Credit Agreement Party of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating and (II) that, solely in the case of a participant (each, a “Voting Participant”) which (x) has purchased a participation interest in such Lender’s Commitments and/or outstanding Term Loans in a minimum aggregate amount (without duplication) of at least $2,000,000 on or after the Restatement Effective Date and (y) is (A) designated by such Lender to the U.S. Borrower and the Administrative Agent by written notice (a “Voting Participant Notice”) as being entitled to be accorded the rights of a “voting” participant hereunder, (B) approved by the U.S. Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (C) not a Disqualified Voting Participant, such participant shall be entitled to vote with respect to each Tranche in which it holds a participation from such Lender (and the voting rights of such Lender for each such Tranche shall be correspondingly reduced), on a Dollar basis, as if such participant were a Lender under such Tranche on any matter requiring or allowing such Lender to provide or withhold its consent or to otherwise vote on any proposed action (with any Voting Participant Notice, with respect to any Voting Participant, to be effective only if same (a) states the full legal name of such Voting Participant, as well as the relevant contact information and administrative details for such Voting Participant, and (b) states the Dollar amount of the participation interest in each Tranche purchased). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation; provided that a Voting Participant shall have the voting rights to which it is entitled as described in the preceding sentence.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower may assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Agent and, provided -------- further, that that, although each Bank may, with the Bank may prior consent of the applicable ------- Borrower, transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a the "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitment hereunder except as provided in Section 10.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank ---------------- shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), or (ii) consent to the assignment or transfer by a any Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the any Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers applicable Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided furtherPROVIDED, FURTHER, that although any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the Bank foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such Commitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty, or release all or any substantially all of the Collateral, in each case except strictly in accordance with the terms of the Credit Documents, or (iiz) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, further that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that HOWEVER, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided furtherPROVIDED FURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that waivers or modifications of any conditions precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Revolving Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no neither Borrower may assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder to another financial institution; provided further, that, in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by either Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11, 2.06 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), or (ii) release the Company from the Company Guaranty or release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by a the Company, the Canadian Borrower or any other Subsidiaries of the Company of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Lenders (and any attempted such assignment without such consent shall be null and void) and, provided further, that that, although the Bank any Lender may transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "Bank" “Lender” for all purposes hereunder (and the participant shall not constitute a “Lender” hereunder and no Lender may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b)14.03(b) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and14.03(d), provided further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note or Term Loan or Term Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon or Fees (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.06(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), or increase the amount of the participant's ’s participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment or Term Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Revolving Loan or Term Loan Commitment or Term Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower or any other Credit Party of any of its rights and obligations under this AgreementAgreement or any other Credit Document or (iii) release all or substantially all of the Pledge and Security Agreement Collateral under the Pledge and Security Agreement (except as expressly provided in the Credit Documents) supporting the Revolving Loans or Term Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Banks and, provided further, that, no Bank may assign or transfer all or any portion of its Total Revolving Loan Commitment and/or its outstanding Loans except as provided in Section 12.04(b) and, provided further, that although the any Bank may transfer, assign or grant participations in its rights hereunderhereunder in accordance with this Section, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, such participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties heretohereto to the extent permitted under this Section 9.4 and (to the extent explicitly set forth herein) the Liquidity Providers for each Lender that is an Other CP Conduit and Designated CP Conduit Committed Lenders for each Lender that is a Designated CP Conduit; provided, that no that, except as provided in Section 6.2.7, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank andInsurer (so long as the Insurer is the Controlling Class), provided furthereach Lender, that although the Bank Administrative Agent and the Arranger. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any of its rights hereunder or under any of the Lender Notes or Loans to another financial institution or other Person (including any CP Conduit); provided, that (x) unless such grant is to a Lender or a special purpose corporation administered by a Lender, such Lender shall give notice to the Borrower of the identity of such participant and obligations under this Agreement. In (y) in the case of any such participationparticipation (other than a participation to a Designated CP Conduit Committed Lender), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 3.4.4 and 3.6 to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided, further, no Lender shall transfer, grant or assign any participation (other than to a Lender or a special purpose corporation administered by a Lender) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Documents except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Lender Note in which such participant is participating or waive any mandatory prepayment thereof, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (y) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 6.2.7).

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank Banks and, provided further, that that, although the any Bank may transfer, assign or grant participations in its ---------------- rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation ---------------- under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Parent Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank andLenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of its Term Notes to any bank or other financial institution; provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Parent Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the Bank may no Lender shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Term Loan or Term Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Term Loan Commitment or Term Loan over the amount thereof then in effect, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Term Loan Commitment shall not constitute a change in the terms of any Term Loan Commitment and that an increase in any Term Loan Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a the Parent Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, Banks; and provided further, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, hereunder; and provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in crease in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any 106 participant if the participant's participation therein is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Lenders and, provided provided, further, that although the Bank any Lender may transfer, assign or grant participations in its rights hereunderhereunder to one or more Eligible Transferees, the Bank such Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitment hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided provided, further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Note in which such participant is participatingor extend the expiry date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effecteffect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a the Borrower of any of its their rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Each Lender that sells a participation 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 Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything in this Section 13.04(a) to the contrary, any Participant that is a Farm Credit Lender that (A) has purchased, and owns, a participation or sub-participation in a minimum amount of $10,000,000 on or after the Seventh Amendment Effective Date, (B) is, by written notice to the Borrower and the Administrative Agent (“Voting Participation Notification”), designated as a voting Participant (“Voting Participant”) by the relevant Lender (including any so designated existing Voting 105 Participant) and (C) receives, prior to becoming a Voting Participant, the consent of the Administrative Agent (to the extent required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 13.04(b)), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Xxxxxxx, and the voting rights of the selling Lender (including any existing Voting Participant) shall be correspondingly reduced on a dollar-for-dollar basis. Each Voting Participant Notification shall include, with respect to each subject Voting Participant, the information required of an assignee in any Assignment and Assumption Agreement. The Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notifications. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule VII shall be a Voting Participant without delivery of a Voting Participation Notification and without the prior written consent of the Administrative Agent. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall not insure to any assignee or participant of such Voting Participant that is not a Farm Credit Lender.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder to another financial institution; provided further, that, in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), or (ii) release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by a the Borrower or any other Subsidiaries of the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Lenders (and any attempted such assignment without such consent shall be null and void) and, provided further, that that, although the Bank any Lender may transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and the participant shall not constitute a "Lender" hereunder and no Lender may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b)14.03(b) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and14.03(d), provided further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon or Fees (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.06(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower or any other Credit Party of any of its rights and obligations under this AgreementAgreement or any other Credit Document or (iii) release all or substantially all of the Pledge and Security Agreement Collateral under the Pledge and Security Agreement (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1A.06 and 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided provided, further, that although the Bank may no Lender shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of any prepayment of, or the method of any application of any prepayment to, the Loans shall not constitute an extension of the Maturity Date therefor), or reduce the rate or extend the time of payment of interest thereon or Fees (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change in the terms of 117 any Commitment), (ii) release all or substantially all of the Collateral, (iii) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (iiiv) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank andLenders and provided, provided further, that that, although any Lender may (without the Bank may consent of any Credit Party) transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder andand provided, provided further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note, Letter of Credit or Note Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the CL Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by a any either Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating and (II) that, solely in the case of a participant (each, a “Voting Participant”) which (x) has purchased a participation interest in such Lender’s Commitments and/or outstanding Term Loans in a minimum aggregate amount (without duplication) of at least $2,000,000 on or after the Amendment No. 3 Effective Date and (y) is (A) designated by such Lender to the U.S. Borrower and the Administrative Agent by written notice (a “Voting Participant Notice”) as being entitled to be accorded the rights of a “voting” participant hereunder, (B) approved by the U.S. Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (C) not a Disqualified Voting Participant, such participant shall be entitled to vote with respect to each Tranche in which it holds a participation from such Lender (and the voting rights of such Lender for each such Tranche shall be correspondingly reduced), on a Dollar basis, as if such participant were a Lender under such Tranche on any matter requiring or allowing such Lender to provide or withhold its consent or to otherwise vote on any proposed action (with any Voting Participant Notice, with respect to any Voting Participant, to be effective only if same (a) states the full legal name of such Voting Participant, as well as the relevant contact information and administrative details for such Voting Participant, and (b) states the Dollar amount of the participation interest in each Tranche purchased). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation; provided that a Voting Participant shall have the voting rights to which it is entitled as described in the preceding sentence.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, and nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement; provided, -------- however, that no Borrower Credit Party may assign or transfer any of its rights, ------- obligations or interest interests hereunder or under any other Credit Document without the prior written consent of the Bank and, Banks; and provided further, further that although the any -------- ------- Bank may transfer, assign or grant participations in its rights rights, obligations and interests hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b15.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, hereunder; and provided further, further that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under -------- ------- which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would would: (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Commitments in which such participant is participating over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, or and that an increase in any Commitment shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a Borrower any Credit Party of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Parent or the Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Bank. The Bank may transfer, assign or at any time grant participations in any or all of its rights hereunderand/or obligations hereunder to another financial institution; provided that in the case of any such participation, the Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of its Loans hereunder except as provided the other Credit Documents (the participant’s rights against such Bank in Section 10.04(b)respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the transfereeBorrower hereunder shall be determined as if such Bank had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Section 2.12 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or participant, as the case may be, shall not constitute a "Bank" hereunder and, sold; and provided further, that the Bank shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant’s participation is not increased as a result thereof) or (ii) consent to permit the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In Agreement except in accordance with the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no HOWEVER, the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided furtherPROVIDED FURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, provided that no Co-Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided, further, that any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 14.4(b). Notwithstanding the foregoing, each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or to any other "accredited investor" (as defined in SEC Regulation D), provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes of this Agreement and (v) the Co-Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, and all amounts payable by the Co-Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the Bank may no Lender shall transfer, assign grant or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any mandatory prepayment of, the Loans, shall not constitute an extension of the final scheduled maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or any portion thereof), or a mandatory prepayment, shall not constitute a change in the terms of any participating interest in any Commitment), or (iiy) release any Credit Party from its obligations under the Subsidiary Guaranty except strictly in accordance with the terms hereof or thereof, or (z) consent to the assignment or transfer by a any Co-Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon -------------------- and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided -------- further, that that, although the any Bank may transfer, assign or grant participations in ------- its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under ---------------- which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's parti cipation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such parti cipant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of its Notes to another financial institution; PROVIDED that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.11, 1.12 and 3.04 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER that no Bank shall remain a "Bank" for all purposes hereunder (and may not transfer transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Competitive Bid Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the participant's participation Commitment in which such participant is participating over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant therein if such participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) or (iiiii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the Scheduled Commitment Reductions shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any condition, covenant, Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided further, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon or Fees (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement to the extent relating to such participation or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided furtherPROVIDED, FURTHER, that although the Bank any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10 and 2.11 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED, FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (iw) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or (ii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement. In the case of any such participationmandatory prepayment, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth constitute a change in the agreement executed by such Bank in favor terms of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.any

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no neither Holdings nor -------- ------- the Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks (except as otherwise contemplated by the definition of "Holdings" and the "Borrower") and, provided further, that that, although the any Bank may transfer, ---------------- assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer ---------------- or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Pledge and Security Agreement Collateral under the Pledge and Security Agreement (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder or under any of its Notes to any bank or other financial institution (other than Conseco Inc. and its Subsidiaries); PROVIDED that in no event shall any Bank participate any of its rights and obligations to any insurance company which engages as a substantial part of its business in the same or in a competitive line of business as that of the Borrower or any of the Regulated Insurance Companies (as determined in good faith by the participating Bank at the time of such participation); provided further in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend any Scheduled Repayment or the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the amortization of, the Loans shall not constitute an extension of a Scheduled Repayment or the final scheduled maturity date), or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment or Loan over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), (ii) release all or any material portion of the Collateral (except as expressly provided in the Credit Documents) or (iiiii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto), (ii) such Bank's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, the (iii) such Bank shall remain a "Bank" solely responsible to the other parties hereto for the performance of such obligations, (iv) such Bank shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1.11 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan the Term Loans or Note Revolving Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (iiy) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents) or (z) consent to the assignment or transfer by a Holdings and/or the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Lenders and, provided further, that although the Bank -------- ------- any Lender may transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitment hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided -------- further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which ------- the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Note in which such participant is participatingor extend the expiry date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a the Borrower of any of its their rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties heretohereto to the extent permitted under this Section 9.4 and (to the extent explicitly set forth herein) the Liquidity Providers for each Lender that is an Other CP Conduit and Designated CP Conduit Committed Lenders for each Lender that is a Designated CP Conduit; provided, that no that, except as provided in Section 6.2.7, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of each Lender and the Bank and, provided further, that although the Bank Administrative Agent. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any of its rights hereunder or under any of the Lender Notes or Loans to another financial institution or other Person (including any CP Conduit); provided, that (x) unless such grant is to a Lender or a special purpose corporation administered by a Lender, such Lender shall give notice to the Borrower of the identity of such participant and obligations under this Agreement. In (y) in the case of any such participationparticipation (other than a participation to a Designated CP Conduit Committed Lender), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 3.4.4 and 3.6 to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided, further, no Lender shall transfer, grant or assign any participation (other than to a Lender or a special purpose corporation administered by a Lender) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Documents except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Lender Note in which such participant is participating or waive any mandatory prepayment thereof, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (y) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 6.2.7).

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided further, that that, although the any Bank may transfer, assign or grant ---------------- participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any ---------------- participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank andLenders. Each Lender may, provided furtherin accordance with applicable law, that although the Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution or any fund that regularly invests in bank loans, provided that in the case of any such participation, the Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1.11, 2.5 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and the participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its Loans hereunder except participation in amounts owing under this Agreement to the same extent as if the amount of its participation were owing directly to it as a Lender under this Agreement provided that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.04(b)12.6(b) and the transfereeas fully as if it were a Lender hereunder, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided provided, further, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) waive any Scheduled Repayment or extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute a waiver of any Scheduled Repayment or an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Subsidiary Guarantors from their obligations under their respective Guaranties except in accordance with the terms thereof, (iii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iv) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no HOWEVER, the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided furtherPROVIDED FURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the relevant Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding --------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign -------- ------- or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank andLenders; provided further that, provided further, that although the Bank any Lender may transfer, assign or grant participations in its ---------------- rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "BankLender" hereunder and, hereunder; provided further, further that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer ---------------- or grant any participation under which the participant shall have rights to approve directly or indirectly, through any agreement or otherwise, any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by a the US Borrower, the Canadian Borrower or the UK Borrower of any of its their respective rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting any of the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and and, except as set forth in Section 2.21, all amounts payable by the Borrowers US Borrower, the Canadian Borrower or the UK Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes or Pagares to an Eligible Transferee, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of SECTIONS 1.9 and 3.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, further that although the Bank may no Lender shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitments, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Banks and, provided further, that although the (x) no Bank may transfertransfer or assign all or any portion of its Commitments hereunder except as provided in Section 12.04(b), assign or (y) no Indemnity Participation may be assigned except as provided in Sections 1.14 and 12.04(c) and (z) although any Bank (including the Fronting Bank) may grant participations in its rights hereunderhereunder pursuant to this Section 12.04(a), the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the A Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a any Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating and (II) in the case of an Indemnity Participation, as provided in Section 1.14. In the case of any such participationparticipation (other than an Indemnity Participation which shall be governed by the provisions of Section 1.14 and 12.04(c)), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers a Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no neither Holdings nor the Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank andLenders. Each Lender may, provided furtherin accordance with applicable law, that although the Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution or any fund that regularly invests in bank loans, provided that in the case of any such participation, the Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Section 2.10, Section 2.11, Section 3.5 and Section 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and the participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its Loans hereunder except participation in amounts owing under this Agreement to the same extent as if the amount of its participation were owing directly to it as a Lender under this Agreement provided that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.04(b)12.6(b) and the transfereeas fully as if it were a Lender hereunder, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided provided, further, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) waive any Term Loan Scheduled Repayment or extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute a waiver of any Term Loan Scheduled Repayment or an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release Holdings or all or substantially all of the Subsidiary Guarantors from their obligations under their respective Guaranties except in accordance with the terms thereof, (iii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iv) consent to the assignment or transfer by a Holdings or the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, provided that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any other "accredited investor" (as defined in SEC Regulation D), provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes of this Agreement and (v) the Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9, 2.10 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the Bank may no Lender shall transfer, assign grant or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment) or (y) release substantially all of the Collateral, or release any Credit party from any obligations under any Security Document or the Subsidiary Guaranty, except in accordance with the explicit terms hereof or thereof, or (iiz) consent to the assignment or transfer by a any Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties hereto; providedhereto to the extent permitted under this Section 9.4. Except as provided in Section 6.2.7, that no the Borrower may assign not assign, or transfer permit any Lien to exist upon, any of its rights, rights or obligations or interest hereunder or under any other Credit Document or any interest herein or therein without the prior written consent of the Bank and, provided further, that although Lender and the Bank may transfer, assign Administrative Agent. With the consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or grant participations in its rights hereunderdelayed), the Bank shall remain Lender may assign, grant a security interest in or sell a participation interest in (collectively, "Bank" for all purposes hereunder (and may not transfer or assign Transfer") all or any a portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement, including the Lender's Commitment, Loans, Note and other Obligations (collectively, "Rights and Obligations") to any Person, including without limitation the Borrower or an Affiliate thereof; provided that at no time shall any voting or consent rights vested hereunder and under the other Transaction Documents in the Lender in effect prior to such Transfer pass to the Borrower or such Affiliate. In Upon the case occurrence of an Event of Default, the Lender may Transfer all or a portion of its Rights and Obligations to any Person with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), but without any consent from the Borrower, so long as any such participationTransfer shall not be to an entity that offers any product or service substantially similar to the services and products offered by the Borrower. If the Lender Transfers a portion of its Rights and Obligations, any reference hereunder or thereunder shall thereafter refer to the respective interests of such Lender and its assignee; provided that if such Lender Transfers all of its Rights and Obligations, any such reference shall refer only to such assignee. Such participant or assignee of the Lender shall have, to the extent of its interest (unless otherwise provided therein), the same rights and benefits as it would if it were the Lender in effect prior to such Transfer; provided that each participant or assignee shall not be entitled to the benefits of Section 3.6 only to the extent such participant or assignee shall have complied with the requirements of Section 3.6; provided, further, that no participant or assignee shall be entitled to receive any greater amount pursuant to Section 3.6 than the Lender in effect prior to such Transfer would have been entitled to receive had no such Transfer occurred. Each assignment pursuant to this Section 9.4(a) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (the "Assignment Agreement") substantially in the form of Exhibit C (appropriately completed). (b) Whenever the term "Lender" is used herein or in the Credit Documents, it shall mean WFBNA and/or each of its successors and assignees to the extent permitted in Section 9.4(a); provided that each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in such percentage amount (the "Commitment Percentage") as shall be obtained by dividing such party's commitment to fund Loans hereunder by the total commitment of all parties to fund Loans hereunder. Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrative Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Administrative Agent only upon direction by the Required Lenders at such time. (c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging or granting a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of the other Credit Documents (the participant's rights against the Bank in respect of its obligations hereunder, or substitute any such participation to be those set forth in the agreement executed by pledgee or grantee for such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined Lender as if such Bank had not sold such participationa party hereto. Section 9.5.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank and, provided further, that although the Bank Lenders. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10 and 2.11 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (iw) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (x) release any Credit Party from its obligations under the Subsidiary Guaranty except strictly in accordance with the terms hereof or thereof, (y) release all or substantially all of the Collateral except strictly in accordance with the terms hereof, or (iiz) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided furtherPROVIDED, FURTHER, that although any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the Bank foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-post- default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such Commitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty, or release all or any substantially all of the Collateral, in each case except strictly in accordance with the terms of the Credit Documents, or (iiz) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and -------------------- inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank Banks and, provided further, that although the any Bank may transfer, assign or grant participations in its rights as provided hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitment hereunder except as provided in Section 10.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or effect (ii) consent to the assignment or transfer by it being understood that a Borrower waiver of any Default or Event of its rights Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and obligations under this Agreementthat an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a mutual fund company with assets under management of greater than $15,000,000,000.

Benefit of Agreement. (a) This Agreement is a continuing obligation and shall (i) be binding upon the Company and 39 44 its successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties heretopermitted assigns; provided, however, that no Borrower the Company may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of WestLB and all of the Bank Banks, and, provided further, that that, although the any Bank may transfer, assign or grant participations in its rights hereunderhereunder and under the Letter of Credit, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and hereunder, the transferee, assignee or participant, as the case may be, Participant shall not constitute a "Bank" hereunder, the Company shall continue to deal solely with the Agent and such Bank (and not with any Participant) hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights with respect to approve any amendment to or waiver of this Agreement or any other and the Letter of Credit Document except to the extent and no such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any shall relieve WestLB of its rights and obligations under this Agreementthe Letter of Credit. In the case of any such participation, the participant Participant shall not have any rights under this Agreement or any of the other Credit Operative Documents (the participantParticipant's rights against the such transferring Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant Participant relating thereto) and all amounts payable by the Borrowers Company hereunder shall be determined as if such Bank had not sold such participation., except that the Participant shall be entitled to the benefits of Sections 2.09 and 2.10 hereof as set forth therein. In connection with any such participation, the Bank proposing to transfer or grant such participation may disclose to the proposed Participant any information that the Company is required to deliver to such Bank pursuant to this Agreement or otherwise delivers to such Bank in connection with such Bank's credit review or continuing review of the Company and this Agreement, provided, however, that, prior to any such disclosure, each such Participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Company or any of its Subsidiaries received from such Bank. Notwithstanding the foregoing, any Bank may transfer the LC Commitment or any Advance of such Bank to another Bank or to another branch or lending office or, with the written consent of WestLB and the Agent (such consent not to be unreasonably withheld), an Affiliate of such Bank; provided that each such Bank agrees that it will use its reasonable efforts (subject to overall policy considerations of such Bank) to avoid the occurrence of any event giving rise to the operation of Sections 2.09 and 2.10 hereof as a result of any such transfer. Neither WestLB nor any Bank may assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions, unless (i) WestLB and the Company each shall have given its prior written consent to such assignment (such consent not to be unreasonably withheld) and (ii) such assignment shall be consummated pursuant to an assignment and acceptance agreement reasonably satisfactory to the Agent (such agreement to state, among other things, that upon the effectiveness of such assignment, the transferee entity shall become a "Bank" hereunder for all purposes of this Agreement). Upon the effectiveness of any such assignment, the transferee entity shall become a "Bank" hereunder for all purposes of this Agreement and Schedule I attached hereto shall be amended by the Agent to reflect the new LC Percentage of each Bank after giving effect to such assignment (which amended Schedule I shall be promptly delivered by the Agent to the Company, WestLB and each Bank, provided that the failure to deliver or prepare such amended

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that HOWEVER, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks (it being understood that this Section 13.04 shall not prevent a merger or consolidation otherwise permitted by this Agreement) and, provided furtherPROVIDED FURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no Holdings and the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 2.06 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, PROVIDED FURTHER that no Bank shall remain a "Bank" for all purposes hereunder (and may not transfer transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by a Borrower any Credit Party of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no the Borrower may not assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder to another financial institution; PROVIDED FURTHER, that, in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11, 2.06 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER, that no Bank shall remain a "Bank" for all purposes hereunder (and may not transfer transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), or (ii) release the Borrower from the Borrower Guaranty or release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by a the Borrower or any other Subsidiaries of the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties heretohereto to the extent permitted under this Section 9.4 and (to the extent explicitly set forth herein) the Liquidity Providers for each Lender that is an Other CP Conduit and Designated CP Conduit Committed Lenders for each Lender that is a Designated CP Conduit; provided, that no that, except as provided in Section 6.2.7, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of each Lender, the Bank and, provided further, that although Administrative Agent and the Bank Arranger. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Lender Notes or Loans to another financial institution or other Person (including any CP Conduit); provided, that (x) unless such grant is to a Lender or a special purpose corporation administered by a Lender, such Lender shall give notice to the Borrower of the identity of such participant and (y) in the case of any such participation (other than a participation to a Designated CP Conduit Committed Lender), the Bank participant shall remain a "Bank" for not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all purposes amounts payable by the Borrower hereunder (shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 3.4.4 and may 3.6 to the extent that such Lender would be entitled to such benefits if the participation had not transfer been entered into or sold; and provided, further, no Lender shall transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer (other than to a Lender or grant any participation a special purpose corporation administered by a Lender) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document Documents except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Lender Note in which such participant is participatingparticipating or waive any mandatory prepayment thereof, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (y) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents), or (iiz) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank except as provided in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationSection 6.2.7).

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, all future holders of the Notes, and their respective successors and assigns of the parties heretoassigns; provided, provided that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest interests hereunder or under any other Credit Document without the prior written consent of the Bank andBanks; and provided, provided further, that although the rights of each Bank may to transfer, assign or grant participations in its rights hereunderand/or obligations hereunder shall be limited as set forth below in this Section 11.04; provided that nothing in this Section 11.04 shall prevent or prohibit any Bank from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank and (ii) granting participations in or assignments of such Bank's Loans, Notes and/or Commitments hereunder to its parent company and/or to any Affiliate of such Bank that is at least 50% owned by such Bank or its parent company. The Borrower shall issue new Notes to such assignees in conformity with Section 1.05 and the assignor shall return the old Notes to the Borrower. Upon the effectiveness of any assignment in accordance with clause (ii) above, the Bank shall remain assignee, if not a Bank, will become a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any and the other Credit Document except Documents and, to the extent of such amendment or waiver would (i) extend assignment, the final scheduled maturity assigning Bank shall be relieved of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection its obligations hereunder with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent respect to the assignment or transfer by a Borrower of any of its rights and obligations under this AgreementCommitments being assigned. In the case of any such participationparticipation in accordance with clause (ii) above, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the granting Bank in respect of such participation to be those set forth in the agreement executed by with such Bank in favor of the participant relating theretocreating such participation) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation; provided that such participant shall be considered to be a "Bank" for purposes of Sections 11.02 and 11.06(b).

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, provided that no Co-Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided, further, that any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 14.4(b). Notwithstanding the foregoing, each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or to any other "accredited investor" (as defined in SEC Regulation D), provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes of this Agreement and (v) the Co-Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, and all amounts payable by the Co-Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the Bank may no Lender shall transfer, assign grant or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any mandatory prepayment of, the Loans, shall not constitute an extension of the final scheduled maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or any portion thereof), or a mandatory prepayment, shall not constitute a change in the terms of any participating interest in any Commitment), or (iiy) release any Credit Party from its obligations under the Subsidiary Guaranty except strictly in accordance with the terms hereof or thereof, or (z) consent to the assignment or transfer by a any Co- Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Banks and, provided further, that, no Bank may assign or transfer all or any portion of its Total Revolving Loan Commitment and/or its outstanding Loans except as provided in Section 12.04(b) and, provided further, that although the any Bank may transfer, assign or grant participations in its rights hereunderhereunder in accordance with this Section, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, such participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of -107- 114 interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Bank. The Bank may transfer, assign or at any time grant participations in any or all of its rights hereunderand/or obligations hereunder to another financial institution; provided that in the case of any such participation, the Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of its Loans hereunder except as provided the other Credit Documents (the participant's rights against such Bank in Section 10.04(b)respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the transfereeBorrower hereunder shall be determined as if such Bank had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Section 2.12 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or participant, as the case may be, shall not constitute a "Bank" hereunder and, sold; and provided further, that the Bank shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof) or (ii) consent to permit the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In Agreement except in accordance with the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not at any time assign or transfer any of its rights, rights or obligations or interest hereunder. Each Lender may at any time grant participations in its rights hereunder or under the Notes or transfer or assign any other Credit Document without of its rights hereunder or under the Notes, in each case with the prior written consent of the Bank andBorrower, provided further, that although such consent not to be unreasonably withheld by the Bank may transfer, assign or Borrower and such consent to be deemed to be given unless within seven (7) Business Days of its receipt of notice of such Lender's intention to grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not or transfer or assign its rights, the Borrower refuses its consent on reasonable grounds stated in its refusal. Any Lender may assign all or any a portion of its Loans hereunder except rights to one or more other banks or financial institutions, each of which assignees shall become a party to this Agreement as provided Lender by execution of an assignment and assumption agreement in Section 10.04(bthe form set out in Schedule III (the "Assignment and Assumption Agreement")) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherthat (i) new Notes will be issued to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, that (ii) the Bank Agent shall not transfer or grant any participation without receive at the time of each Borrower's consent such assignment, from the assigning Lender, the payment of a non-refundable assignment fee of U.S. $3,000 and in any event shall not transfer or grant any participation under which (iii) promptly after such assignment, the participant Borrower shall have received from the Agent notice of any such assignment, together with a copy of the Assignment and Assumption Agreement relating thereto. If any Lender assigns all or a part of its rights hereunder or under the Notes to approve any amendment other Person, any reference to or waiver of such Lender in this Agreement or any other Credit Document except Transaction Agreement shall thereafter refer to such other Person to the extent such amendment or waiver would (i) extend the final scheduled maturity of its interests. The Borrower will not be liable for any increased costs arising solely as a result of any Loan assignment, transfer or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of participations granted by any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower Lender of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationhereunder.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder or under any of its Notes to any bank or other financial institution; provided that in the case of any such participation, (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the participant shall agree to be bound by the confidentiality provisions contained in Section 12.15 and (iv) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 4.04 of this Agreement to, and only to, the extent that, and in no greater amount than, such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend any Scheduled Repayment or the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the amortization of, the Loans shall not constitute an extension of a Scheduled Repayment or the final scheduled maturity date), or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment, Loan or Letter of Credit over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), or (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided furtherPROVIDED FURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon or Fees (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement to the extent relating to such participation or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement and any amendments hereto shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties heretoand no other Person is intended to be a beneficiary hereof; provided, however, that no Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank all Banks and, provided further, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the (i) such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder andhereunder, provided further(ii) any such grant of a participation shall not require Borrower to file a registration statement with the SEC or qualify the Loans or the Notes under the blue sky laws of any state, (iii) such Bank, together with its Affiliates, shall continue at all times to hold beneficial interests in Loans and such Bank's portion of the Revolving Credit Facility Commitment having an aggregate principal amount of not less than an amount equal to: (y) twenty percent (20%) (or such lesser percentage as may be approved by Borrower and Agent) multiplied by (z) that Bank's pro rata share of the Revolving Credit Facility Commitment in effect at the time it first acquired its interests hereunder; provided, however, that such Bank's obligation shall be proportionately reduced to the extent that Borrower elects to reduce the Revolving Credit Facility Commitment pursuant to Section 2.12 hereof, (iv) no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation (other than to an Affiliate of such Bank) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or of any other Credit Document agreement, instrument, or document executed in connection herewith, except to the extent such amendment to or waiver of this Agreement or of any other agreement, instrument, or document executed in connection herewith would (iaa) extend the final scheduled maturity date of any Loan or Note the Loans hereunder in which such participant is participating, or ; (bb) reduce the interest rate applicable to Loans hereunder in which such participant is participating; (cc) release all or extend a material portion of the time Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Loans hereunder in which such participant is participating; (dd) postpone the payment of interest thereon (except in connection with a waiver or the Commitment Fee or Letter of applicability of any post-default increase in interest rates) Credit Fee or reduce the principal amount thereof, or increase the amount of the Commitment Fee or Letter of Credit fee payable to such participant's participation over ; (ee) change the amount thereof then or due dates of scheduled principal repayments or prepayments; and (v) no Bank shall grant any participation (other than to an Affiliate of such Bank) unless either (xx) such participation is in effectan amount equal to or greater than Ten Million Dollars ($10,000,000), or (iiyy) consent the provisions of clause (iv) of this Section 11.5 to the assignment contrary notwithstanding, such participation is granted upon terms under which the participant shall have no rights to approve any amendment or transfer by a Borrower waiver of any provision hereof or of its rights and obligations under this Agreementany other agreement, instrument, or document executed in connection herewith. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents documents entered into in connection herewith (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers to any Bank hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors successors, assigns, heirs, beneficiaries and assigns representatives of the parties heretoBorrower and NBE; provided, however, that no Borrower may not assign or transfer Transfer any of its rights, obligations or interest hereunder or rights under any other Credit Document this Agreement without the prior written consent of NBE, and any prohibited assignment shall be void. No consent by NBE to any assignment shall release Borrower from its liability for the Bank andObligations. For the avoidance of doubt, no Borrower consent is required to the assignment by NBE of any and all rights hereunder in connection with an assignment of the this Agreement, provided further, that although the Bank may transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend if NBE determines, in its discretion, to assign this Agreement to any other Person, so long as no Default or Event of Default has occurred and is continuing, NBE shall provide not less than thirty (30) calendar days’ notice to Borrower within which period Borrower may refinance the final scheduled maturity of any Loan Obligations, repay the Obligations or Note in which such participant is participating, or reduce consent to the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effectproposed NBE assignment, or (ii) consent if a proposed notice of assignment is given by NBE after the occurrence of a Default or Event of Default under this Agreement, NBE shall not assign this Agreement and its rights hereunder without first providing not less than five (5) Business Days’ notice to Borrower and to any holders of Subordinated Debt party to a Subordination Agreement with NBE. If, during such five (5) Business Day period, either Borrower or Creditor notify NBE that one or more transactions shall be consummated that will result in a repayment of the assignment Obligations being consummated (by refinance or transfer by otherwise) within a further ten (10) Business Day period following the expiry of such initial five (5) Business Day notice period, then NBE shall not assign this Agreement until the expiration of such additional ten (10) Business Day period. Borrower of and Creditor shall execute such documents as NBE may request to reflect any of its the foregoing assignments of this Agreement, the other Loan Documents and the rights and obligations under this Agreement. In thereunder consistent with the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank foregoing in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationa new assignee.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, PROVIDED that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank and, provided further, that although the Bank Lenders. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any other "accredited investor" (as defined in SEC Regulation D), PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment) or (iiy) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank Lenders and, provided further, that that, although any Lender may (without the Bank may consent of any Credit Party) transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note, or Letter of Credit or Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by a Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating or (iv) amend, modify or waive any provision of Section 8.22 or the Capital Call Agreement in any manner adverse to the interest of any Lender. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no HOWEVER, neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Banks and, provided furtherPROVIDED FURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the relevant Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a either Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers each Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank andLenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of its Notes to any bank or other financial institution; provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.12 and 4.04 of this Agreement to, and only to, the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the Bank may no Lender shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment or Loan over the amount thereof then in effect, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant’s participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank and, Banks; and provided further, that although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, hereunder; and provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Commitments in which such participant is participating over the amount thereof then in effecteffect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment in which any participant is participating, that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment in which any participant is participating, and that an increase in any Commitment shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a Borrower any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral (except as expressly provided in the Pledge Agreement). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder or under any of its Notes to any bank or other financial institution; provided that in the case of any such participation, (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the participant shall agree to be bound by the confidentiality provisions contained in Section 11.15 and (iv) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that, and in no greater amount than, such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend any Scheduled Repayment or the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of application of 78 any prepayment to the amortization of, the Loans shall not constitute an extension of a Scheduled Repayment or the final scheduled maturity date), or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment or Loan over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), (ii) release all or any material portion of the Collateral (except as expressly provided in the Credit Documents) or (iiiii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Banks and, provided further, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date for Revolving Loans) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a Holdings or the Borrower of any of its their rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral supporting the Loans hereunder in which such participant is participating, except in connection with Asset Sales otherwise permitted hereunder. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank andLenders, provided furtherand PROVIDED, FURTHER, that although any assignment by a Lender of any of its rights or obligations hereunder shall be made in accordance with section 12.4(b) hereof. Notwithstanding the Bank foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Loan Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 1.10, 1.11 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Loan Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of, any prepayment of the principal of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute an increase in any participating interest in any Commitment), (iiy) release all or any substantial portion of the Collateral (in each case except as expressly provided in the Loan Documents) or (z) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that HOWEVER, that, except pursuant to the Borrower Acknowledgment and Assumption, no Borrower Credit Party (or any pledgor under the Dynavox Pledge Agreement) may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank and, provided furtherBanks; and PROVIDED FURTHER, that although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided furtherhereunder; and PROVIDED FURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Commitments in which such participant is participating over the amount thereof then in effecteffect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment in which any participant is participating, that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment in which any participant is participating, and that an increase in any Commitment shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a Borrower any Credit Party of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (in each case except as expressly provided in the Credit Documents), or any Guarantor or Guaranty (in each case except as expressly provided in the relevant Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, PROVIDED that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank and, provided further, that although the Bank Lenders. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any other "accredited investor" (as defined in SEC Regulation D), PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrowers, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any mandatory prepayment or the method of any application of any mandatory prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or any component thereof), or a mandatory prepayment, shall not constitute a change in the terms of any Commitment) or (y) release any Credit Party from any obligations under the Subsidiary Guaranty, except in accordance with the explicit terms hereof or thereof, or (iiz) consent to the assignment or transfer by a any Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Lenders (it being understood that this Section 13.04 shall not prevent a merger or consolidation otherwise permitted by this Agreement) and, provided provided, further, that that, although the Bank any Lender may transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided provided, further, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the first anniversary of the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with a waiver of applicability of any post-default increase in interest ratesrates and (y) any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Obligations in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank and, provided further, that although the Bank Lenders. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Loan Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 1.10, 1.11 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Loan Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (iiy) release all or substantially all of the Collateral (in each case except as expressly provided in the Loan Documents) or (z) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon -------------------- and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Banks and, provided further, that although the (x) no Bank may transfertransfer or assign all or any portion of ---------------- its Commitments hereunder except as provided in Section 12.04(b), assign or and (y) although any Bank may grant participations in its rights hereunderhereunder pursuant to this Section 12.04(a), the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the ---------------- participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a man datory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, HOWEVER, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Loan Document without the prior written consent of the Bank and, provided furtherall Lenders; and PROVIDED FURTHER, that although the Bank any Lender may transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided furtherhereunder; and PROVIDED FURTHER, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Loan Document except to the extent such amendment or waiver would would: (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation thereof over the amount thereof then in effecteffect (it being understood that waivers of any Defaults or Events of Default or of a mandatory repayment shall not constitute a change in the terms of such participation), or (ii) consent to the assignment or transfer by or a release of the Borrower of any of its rights and obligations under this AgreementAgreement or any other Loan Document. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Loan Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder and thereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder to another financial institution; provided further, that, in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11, 2.06 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant’s participation is not increased as a result thereof), or (ii) release the Borrower from the Borrower Guaranty or release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by a the Borrower or any other Subsidiaries of the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank Banks, except as provided in clause (v) of the first proviso to Section 13.12(a), and, provided further, that that, although the any Bank may transfer, assign or ---------------- grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Revolving Loan Commitment or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under ---------------- which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, that an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement (except as provided in clause (v) of the first proviso to Section 13.12(a)) or (iii) release all or substantially all of the Collateral under the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (except as expressly provided herein) without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder or under any of the Notes to a Person that is a commercial bank, other financial institution, mutual fund, "Accredited Investor" as such term is defined in Regulation D of the Securities Act of 1933, as amended, or Bank Affiliate provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.11, 1.12, 2.05, and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of an installment on, the application of any prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date) or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), or (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents Document (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined except as if such Bank had not sold such participationexpressly provided herein or therein).

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that the Borrower (or after the Assumption Date no Borrower or any Starwood Guarantor) may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Bank Lenders. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, provided that (x) in the case of any such participation, the Bank participant shall remain a "Bank" for not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all purposes amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10 and 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and (and may not transfer y) no Lender shall transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any commitment over the amount thereof then in effect, or effect (ii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.it

Benefit of Agreement. (a) This Agreement shall be binding upon and inure -------------------- to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer -------- ------- any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, Lender; provided further, that although the Bank Borrower may assign or transfer, assign without -------- the consent of Lender, all of its rights, obligations and interest under this Agreement to any affiliate of Borrower to which Borrower transfers all of the Security Agreement Collateral so long as the Amended JVA is amended to admit such transferee into the Venture and the transferee executes new loan documents in substantially the form of the Loan Documents with such changes thereto as may be necessary to reflect that the transferee is the borrower and debtor thereunder and otherwise in form and substance satisfactory to the Lender. This Agreement is for the benefit of the Lender and for such other Person or grant participations in its rights hereunderPersons as may from time to time become or be the holders of any of the Indebtedness, and this Agreement shall be transferable and negotiable with the same force and effect and to the same extent as the Indebtedness may be transferrable, it being understood that, upon the transfer or assignment by the Lender of any of the Indebtedness, the Bank legal holder of such Indebtedness shall remain a "Bank" for have all purposes hereunder (of the rights granted to the Lender under this Agreement. The Borrower hereby recognizes and may not agrees that the Lender may, from time to time, one or more times, transfer or assign all or any portion of its Loans hereunder except as provided the Indebtedness to one or more third Persons. Such transfers may include, but are not limited to, sales of participation interests in Section 10.04(b)) such Indebtedness in favor of one or more third party lenders. The Borrower specifically agrees and consents to all such transfers and assignments, and the transferee, assignee or participant, Borrower further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law. The Borrower additionally agrees that the purchaser of a participation interest in the Indebtedness will be considered as the case may be, shall not constitute absolute owner of a "Bank" hereunder and, provided further, percentage interest of such Indebtedness and that such a purchaser will have all of the Bank shall not transfer or grant rights granted to the purchaser under any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which agreement governing the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect sale of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationinterest.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Banks and, provided further, that no Bank may assign or transfer all or any portion of its Revolving Loan Commitment and/or its outstanding Revolving Loans except as provided in Section 12.04(b) and, provided further, that although the any Bank may transfer, assign or grant participations in its rights hereunderhereunder in accordance with this Section, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon -------------------- and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Banks and, provided further, that no Bank may assign or transfer all or any portion of its ---------------- Revolving Loan Commitment and/or its outstanding Revolving Loans except as provided in Section 12.04(b) and, provided further, that although the any Bank may transfer, assign or ---------------- grant participations in its rights hereunderhereunder in accordance with this Section, the such Bank shall remain a "Bank~Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that the no Bank ---------------- shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of its Notes to another financial institution; PROVIDED that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.11, 1.12 and 3.04 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER that no Bank shall remain a "Bank" for all purposes hereunder (and may not transfer transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Competitive Bid Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the participant's participation Commitment in which such participant is participating over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant therein if such participant's participation is not increased as a result thereof), or (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, HOWEVER, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution; PROVIDED, HOWEVER, that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; PROVIDED, FURTHER, HOWEVER, that no Bank shall remain a "Bank" for all purposes hereunder (and may not transfer transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment) or (ii) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes of this Agreement and (v) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 1.10, 1.11 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the Bank may no Lender shall transfer, assign grant or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (iiy) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents) or (z) consent to the assignment or transfer by a the Parent and/or the Borrower of any of its rights and obligations under this the Parent Guaranty and this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties heretoto this Agreement; provided, that however, no Borrower may assign or transfer any of its rights, obligations or interest hereunder under this Agreement or under any other Credit Document without the prior written consent of the Bank andBanks; and provided, provided further, that although the any Bank may transfer, assign or grant participations in its rights hereunderunder this Agreement, the such Bank shall remain a "Bank" for all purposes hereunder under this Agreement (and may not transfer or assign all or any portion of its Revolving Loan Commitments or its Term Loans hereunder under this Agreement except as provided in Section 10.04(b13.4(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andunder this Agreement; and provided, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Revolving Loan Commitments or Term Loan Commitments in which such participant is participating over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment or Term Loans shall not constitute a change in the terms of any Revolving Loan Commitment or Term Loans, and that an increase in any Revolving Loan Commitment or Term Loan Commitment shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a any Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder any Borrower under this Agreement shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no HOWEVER, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank and, provided further, that although the Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of its Notes to any bank or other financial institution; PROVIDED that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER, that no Bank shall remain a "Bank" for all purposes hereunder (and may not transfer transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment or Loan over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant's participation is not increased as a result thereof), (ii) release all or any material portion of the Collateral (except as expressly provided in the Credit Documents) or (iiiii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, PROVIDED that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Bank and, provided further, that although the Bank Lenders. Each Lender may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, the Bank participant shall remain a "Bank" for not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all purposes amounts payable by the Borrower hereunder (shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10 and may 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not transfer been entered into or sold, and, PROVIDED FURTHER, that no Lender shall transfer, grant or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of any prepayment of, or the method of any application of any prepayment to, the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest thereon or Fees (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iiiii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, provided that the parties hereto; provided, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided, further, that any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the foregoing, each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes of this Agreement and (v) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the Bank may no Lender shall transfer, assign grant or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such Commitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty, or release all or any substantially all of the Collateral, in each case except strictly in accordance with the terms of the Credit Documents, or (iiz) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no Borrower HOWEVER, neither the Company nor any Guarantor may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank andBanks; and PROVIDED, provided furtherFURTHER, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Revolving Loan Commitment hereunder except as provided in Section 10.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andhereunder; and PROVIDED, provided furtherFURTHER, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingFinal Maturity Date, or reduce the rate or extend the time of payment of interest thereon or Fees on Loans or Letters of Credit in which such participant is participating (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment 107 shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent con- sent to the assignment or transfer by a Borrower of any the Company of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Company hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no the Borrower may not assign or -------- transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Banks. Each Bank may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution, provided that in the case of any such -------- participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto), (ii) such Bank's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Bank shall remain the holder of any Note for all purposes of this Agreement and (v) the Borrower, the Administrative Agent, and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank's rights and obligations under this Agreement, and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1.11 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that although the no Bank may shall transfer, assign grant or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan the Term Loans or Note Revolving Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents) or (iii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (except as expressly provided herein) without the prior written consent of the Banks. Each Bank andmay at any time grant participations in any of its rights hereunder or under any of the Notes to a Person that is a commercial bank, other financial institution, mutual fund or '"Accredited Investor" as such term is defined in Regulation D of the Securities Act of 1933, as amended, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by any Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1.11, 2.04 and 4.04 of this Agreement to would be entitled to such benefits if the participation had not been entered into or sold, and provided further, that although the no Bank may shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, participating (it being understood that any waiver of any prepayment of Loans shall not constitute an extension of the final maturity date) or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral (except as expressly provided herein) or (iii) consent to the assignment or transfer by a Borrower any Credit Party of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement (except as expressly provided herein or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationtherein).

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that (i) except as provided herein, no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank andBanks, provided further, that (ii) although the any Bank may transfer, assign or grant participations in its rights hereunderhereunder and under the Notes pursuant to this Section 12.04(a) with the consent of FSA (such consent not to be unreasonably withheld, and such consent not required in the case of an assignment to an Affiliate of the Bank with the same ratings as the Bank), such Bank shall remain a "“Bank" ” for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitment hereunder except as provided in Section 10.04(b12.04(b)) ), and the transferee, assignee or participant, as the case may be, shall not constitute a "“Bank" ” hereunder and, provided further, that the and (iii) no Bank shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any of the other Credit Document Documents except to the extent such amendment or waiver would (iA) extend extends the final scheduled maturity of any Loan or Note in which such participant is participatingNote, or reduce reduces the rate or extend extends the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce Fees thereon, or reduces the principal amount thereof, or increase increases the amount Commitment of the participant's participation any Bank over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), or (iiB) consent consents to the assignment or transfer by a any Borrower of any of its rights and obligations under any Credit Document or (C) amends, modifies or waives any provision of this AgreementSection 12.04. In the case of any such participation, the participant shall not constitute a “Bank” hereunder and shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against the any Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers any Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 2.10, 2.11 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been transferred, granted or assigned.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no HOWEVER, the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Lenders and, provided furtherPROVIDED FURTHER, that that, although the Bank any Lender may transfer, assign or grant participations participa- tions in its rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)), or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that however, no Borrower Credit Party may assign -------- ------- or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Banks and, provided further, that that, although the any Bank may transfer, assign or grant ---------------- participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Commitments hereunder except as provided in Section 10.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any ---------------- participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a Holdings or the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that neither the parties hereto; provided, that no Company nor any Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided furtherPROVIDED, FURTHER, that although the Bank may transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect, or (ii) consent to the assignment or transfer by a Borrower of any Lender of its rights and obligations hereunder shall be effected in accordance with section 13.4(b). Each Lender may at any time grant participations in any of its rights hereunder or under this Agreement. In any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents Documents, including rights of consent, approval or waiver (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes of this Agreement and (v) the Company, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, and all amounts payable by the Borrowers Company or any Borrower hereunder or under the other Credit Documents shall be determined as if such Bank Lender had not sold such participation., except that the participant shall be entitled to the benefits of sections 2.11 and 2.12 of this Agreement to the extent that such Lender would be entitled to such benefits

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, that no HOWEVER, the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank Lenders and, provided furtherPROVIDED FURTHER, that that, although the Bank any Lender may transfer, assign or grant participations in its rights hereunder, the Bank such Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)), or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank such Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the Bank Banks and, provided further, that that, although the any Bank may transfer, assign or grant participations in its rights hereunder, the such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans Revolving Loan Commitment hereunder except as otherwise provided in Section 10.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the no Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, that an increase in the Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof, and that any modification or amendment to scheduled reductions of the Total Revolving Commitment shall be permitted without the consent of any participant), (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this AgreementAgreement or (iii) release all or substantially all of the Collateral under the Pledge Agreement (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that no however, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Bank andLenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of its Notes to any bank or other financial institution; provided that in the case of any such participation, provided the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.12 and 4.04 of this Agreement to, and only to, the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided, further, that although the Bank may no Lender shall transfer, assign or grant participations in its rights hereunder, the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and in any event shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment or Loan over the amount thereof then in effect, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such participant’s participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationthereof.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, provided that no Borrower neither Holdings nor the Borrowers may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank andLenders. Each Lender may, provided furtherin accordance with applicable law, that although the Bank may transfer, assign or at any time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution or any fund that regularly invests in bank loans, provided that in the case of any such participation, the Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Section 2.10, Section 2.11, Section 3.5 and Section 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and the participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its Loans hereunder except participation in amounts owing under this Agreement to the same extent as if the amount of its participation were owing directly to it as a Lender under this Agreement provided that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.04(b)12.6(b) and the transfereeas fully as if it were a Lender hereunder, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided provided, further, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) waive any Term Loan Scheduled Repayment or extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute a waiver of any Term Loan Scheduled Repayment or an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release Holdings or all or substantially all of the Subsidiary Guarantors from their obligations under their respective Guaranties except in accordance with the terms thereof, (iii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iv) consent to the assignment or transfer by a Borrower Holdings or the Borrowers of any of its their rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participationDocument.

Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Bank Lenders, and, provided furtherPROVIDED, FURTHER, that although any assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the Bank foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, the Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Loans hereunder except as provided in Section 10.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10 and 2.11 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that the Bank no Lender shall not transfer transfer, grant or grant any participation without each Borrower's consent and in any event shall not transfer or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (ix) extend the final scheduled maturity of any Loan or Note the Loans in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effecteffect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any such Commitment), or (iiy) consent to the assignment or transfer by a the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation.