Common use of Binding Effect; Assignments and Participations Clause in Contracts

Binding Effect; Assignments and Participations. Transferees; New ---------------------------------------------------------------- Lenders; Commitment Increases. (a) This Agreement shall be binding upon and ----------------------------- inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign its rights or obligations hereunder, under the Notes or under any other Loan Document without the prior written consent of all of the Lenders. Each Lender may (i) grant participations in any portion of its Note and its Commitment; and (ii) with the prior written consent of the Agent (except in the case of an assignment by any Lender to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld, sell, assign, transfer or otherwise dispose of any portion of its Commitment (with a proportionate share of its outstanding Loans) or, if its Commitment has terminated, its outstanding Loans (each such grant of a participation or interest so sold, assigned, transferred or disposed of being herein called a "Transferred Interest") to (y) banks chartered under the laws of the United States or any State thereof or (z) insurance companies, other lenders or mutual funds ("Transferees"). Upon any assignment and delegation as contemplated in clause (ii) of the preceding sentence, (A) the Agent shall revise Schedule 1.01(b) to reflect such assignment and delegation and distribute such revised Schedule 1.01(b) to the Company and the Lenders, (B) the Company shall, at the request of either the assignor or assignee Lenders, execute and deliver new Notes to the assignor Lender (if it retains a Commitment following such assignment) and the assignee Lender, in the principal amount of their respective Commitments, and (C) the assignor Lender shall pay to the Agent an assignment fee in the amount of $2,500. In addition, each Lender may pledge any portion of its Note for security purposes to any Federal Reserve Bank. If a Lender makes any assignment to a Transferee, then such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Lender" hereunder and shall have all the rights and obligations of the Lenders hereunder, and the transferring Lender shall be released from its duties and obligations under this Agreement to the extent of such assignment. Without in any way limiting the rights of Transferees hereunder, the Company agrees that each Transferee shall be entitled to the benefits of Sections 2.05 and 2.06 to the extent of its Transferred Interest as if it were a "Lender" holding a Commitment in an amount equal to such Transferred Interest, and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim available pursuant to law with respect to its Transferred Interest as fully as if such Transferee were a direct lender to the Company. Notwithstanding the sale by a Lender of any participation hereunder, (i) no participant shall be deemed to be or have the rights and obligations of a Lender hereunder except as provided in the preceding sentence and (ii) no Lender shall, in connection with selling any such participation, condition such Lender's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (A) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Loan in which such participation is sold, (B) any postponement of the date fixed for any payment of principal of or interest on any Note or Loan, or the termination of any Commitment, in which such participation is sold, or (C) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Loan Document.

Binding Effect; Assignments and Participations. Transferees; New ---------------------------------------------------------------- Lenders; Commitment Increases. (a) This Agreement shall be binding upon and ----------------------------- inure to the benefit of the ------- parties hereto and their respective successors and assigns, except that the Company may not assign its rights or obligations hereunder, under the Notes Note or under any other Loan Document without the prior written consent of all of the Lenders. Each Lender may (ia) grant participations in any portion of its Note and its CommitmentCommitments; and (iib) with the prior written consent of the Agent (except in the case of an assignment by any Lender to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld, sell, assign, transfer or otherwise dispose of any portion of its Commitment Commitments (with a proportionate share of its outstanding LoansLoans under such Commitments) or, if its Commitment has Commitments have terminated, its outstanding Loans (each such grant of a participation or interest so sold, assigned, transferred or disposed of being herein called a "Transferred Interest") to (yi) banks chartered under the laws of the United States or any State thereof or (zii) insurance companies, other lenders banks or mutual funds ("Transferees"). Upon any assignment and delegation as contemplated in clause (ii) of the preceding sentence, (A) the Agent shall revise Schedule 1.01(b) to reflect such assignment and delegation and distribute such revised Schedule 1.01(b) to the Company and the Lenders, (B) the Company shall, at the request of either the assignor or assignee Lenders, execute and deliver new Notes to the assignor Lender (if it retains a Commitment following such assignment) and the assignee Lender, in the principal amount of their respective Commitments, and (C) the assignor Lender shall pay to the Agent an assignment fee in the amount of $2,500. In addition, each any Lender may pledge any portion of its Note for security purposes to any Federal Reserve Bank. If a Lender makes any assignment to a Transferee, then such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Lender" hereunder and shall have all the rights and obligations of the Lenders hereunder, and the transferring Lender shall be released from its duties and obligations under this Agreement to the extent of such assignment. Upon any assignment and delegation as contemplated in the preceding sentence, (A) the Agent shall revise Schedule 1.01(a) to reflect such assignment and delegation and distribute such revised Schedule 1.01(a) to the Company and the Lender, (B) the Company shall, at the request of either the assignor or assignee Lender, execute and deliver a new Note to the assignor Lender (if it retains a Warehousing Commitment following such assignment) and the assignee Lender, in the principal amount of their respective Warehousing Commitments, and (C) the assignor Lender shall pay to the Agent an assignment fee in the amount of $3,500. Without in any way limiting the rights of Transferees hereunder, the Company agrees that each Transferee shall be entitled to the benefits of Sections 2.05 and 2.06 to the extent of its Transferred Interest as if it were a "Lender" holding a Commitment in an amount equal to such Transferred Interest, and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim available pursuant to law with respect to its Transferred Interest as fully as if such Transferee were a direct lender to the Company. Notwithstanding the sale by a Lender of any participation hereunder, (i) no participant shall be deemed to be or have the rights and obligations of a Lender hereunder except as provided in the preceding sentence and (ii) no Lender shall, in connection with selling any such participation, condition such Lender's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (A) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Loan in which such participation is sold, (B) any postponement of the date fixed for any payment of principal of or interest on any Note or Loan, or the termination of any Commitment, in which such participation is sold, or (C) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Loan Document.-45-

Binding Effect; Assignments and Participations. Transferees; New ---------------------------------------------------------------- Lenders; Commitment Increases. (a) This Agreement shall be binding upon and ----------------------------- inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign its rights or obligations hereunder, under the Notes or under any other Loan Document without the prior written consent of all of the Lenders. Each Lender may (i) grant participations in any portion of its Note and its Commitment; and (ii) with the prior written consent of the Agent (except in the case of an assignment by any Lender to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld, sell, assign, transfer or otherwise dispose of any portion of its Commitment (with a proportionate share of its outstanding Loans) or, if its Commitment has terminated, its outstanding Loans (each such grant of a participation or interest so sold, assigned, transferred or disposed of being herein called a "Transferred Interest") to (y) banks y)banks chartered under the laws of the United States or any State thereof or (z) insurance z)insurance companies, other lenders or mutual funds ("Transferees"). Upon any assignment and delegation as contemplated in clause (ii) of the preceding sentence, (A) the Agent shall revise Schedule 1.01(b) to reflect such assignment and delegation and distribute such revised Schedule 1.01(b) to the Company and the Lenders, (B) the Company shall, at the request of either the assignor or assignee Lenders, execute and deliver new Notes to the assignor Lender (if it retains a Commitment following such assignment) and the assignee Lender, in the principal amount of their respective Commitments, and (C) the assignor Lender shall pay to the Agent an assignment fee in the amount of $2,500. In addition, each Lender may pledge any portion of its Note for security purposes to any Federal Reserve Bank. If a Lender makes any assignment to a Transferee, then such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Lender" hereunder and shall have all the rights and obligations of the Lenders hereunder, and the transferring Lender shall be released from its duties and obligations under this Agreement to the extent of such assignment. Without in any way limiting the rights of Transferees hereunder, the Company agrees that each Transferee shall be entitled to the benefits of Sections 2.05 and 2.06 to the extent of its Transferred Interest as if it were a "Lender" holding a Commitment in an amount equal to such Transferred Interest, and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim available pursuant to law with respect to its Transferred Interest as fully as if such Transferee were a direct lender to the Company. Notwithstanding the sale by a Lender of any participation hereunder, (i) no i)no participant shall be deemed to be or have the rights and obligations of a Lender hereunder except as provided in the preceding sentence and (ii) no ii)no Lender shall, in connection with selling any such participation, condition such Lender's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (A) any A)any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Loan in which such participation is sold, (B) any B)any postponement of the date fixed for any payment of principal of or interest on any Note or Loan, or the termination of any Commitment, in which such participation is sold, or (C) the C)the release or subordination of any material portion of any collateral other than pursuant to the terms of any Loan Document.

Binding Effect; Assignments and Participations. Transferees; New ---------------------------------------------------------------- Lenders; Commitment Increases. (a) This Agreement shall be binding upon and ----------------------------- inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign its rights or obligations hereunder, under the Notes or under any other Loan Document without the prior written consent of all of the Required Lenders. Each Lender may (i) grant participations in any portion of its Note or Notes and its CommitmentCommitment or Commitments; and (ii) with the prior written consent of the Agent (except in the case of an assignment by any Lender to an Affiliate of such Lender or to another Lender), which consent shall not not, from and after September 30, 1997, be unreasonably withheld, sell, assign, transfer or otherwise dispose of any portion of its Commitment or Commitments (with a proportionate share of its outstanding Loans) or, if its Commitment has or Commitments have terminated, its outstanding Loans (each such grant of a participation or interest so sold, assigned, transferred or disposed of being herein called a "Transferred Interest") to (y) banks chartered under the laws of the United States or any State thereof or (z) insurance companies, other lenders or mutual funds ("Transferees"). Upon any assignment and delegation as contemplated in clause (ii) of the preceding sentence, (A) the Agent shall revise Schedule 1.01(b) to reflect such assignment and delegation and distribute such revised Schedule 1.01(b) to the Company and the Lenders, (B) the Company shall, at the request of either the assignor or assignee Lenders, execute and deliver new Notes to the assignor Lender (if it retains a Warehousing Commitment or Working Capital Commitment, as applicable, following such assignment) and the assignee Lender, in the principal amount of their respective Warehousing Commitment or Working Capital Commitments, as applicable, and (C) the assignor Lender shall pay to the Agent an assignment fee in the amount of $2,5003,000. In addition, each the Lender may pledge any portion of its Note or Notes for security purposes to any Federal Reserve Bank. If a Lender makes any assignment to a Transferee, then such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Lender" hereunder and shall have all the rights and obligations of the Lenders hereunder, and the transferring Lender shall be released from its duties and obligations under this Agreement to the extent of such assignment. Without in any way limiting the rights of Transferees hereunder, the Company agrees that each Transferee shall be entitled to the benefits of Sections 2.05 2.07 and 2.06 2.08 to the extent of its Transferred Interest as if it were a "Lender" holding a Commitment or Commitments, as the case may be, in an aggregate amount equal to such Transferred Interest, and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim available pursuant to law with respect to its Transferred Interest as fully as if such Transferee were a direct lender to the Company. Notwithstanding the sale by a Lender of any participation hereunder, (i) no participant shall be deemed to be or have the rights and obligations of a Lender hereunder except as provided in the preceding sentence and (ii) no Lender shall, in connection with selling any such participation, condition such Lender's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (A) any reduction in the amount of any principal of, or the amount of or rate of interest on, any Note or Loan in which such participation is sold, (B) any postponement of the date fixed for any payment of principal of or interest on any Note or Loan, or the termination of any Commitment, in which such participation is sold, or (C) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Loan Document.