Common use of Binding Effect; Assignments Clause in Contracts

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to assign its rights or obligations under the Loan Documents without the prior written consent of Agent, each Lender and LC Issuer, (ii) any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 shall be null and void, unless such attempted assignment or transfer is treated as participation in accordance with Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interests, including (A) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made any Loan (or participation in Letters of Credit) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii); provided, however, that Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation in Letters of Credit) or which holds any Note to direct payments relating to such Loan (or participation in Letters of Credit) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan (or participation in Letters of Credit). (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B) a Default has occurred and is continuing or (C) the assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this clause (ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Agent of a duly executed Assignment and Assumption Agreement, together with any consents required by this Section, and (B) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment and Assumption Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans and participations in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents this Agreement shall be binding upon and inure to the benefit of BorrowersBorrower, Agent, Administrative Agent and Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to may not assign or otherwise transfer any of its rights or obligations under the Loan Documents hereunder without the prior written consent of Agenteach Lender, which consent may be withheld, conditioned or delayed in each Lender such Lender’s sole and LC Issuer, absolute discretion (ii) and any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 Borrower without consent shall be null and void), unless such attempted assignment and (ii) no Lender may assign or otherwise transfer is treated as participation its rights or obligations hereunder except in accordance with this Section 12.89.1. The Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement acknowledge that and the other Loan Documents in accordance with the following provisions: (a) Subject to the conditions set forth in Section 12.7(b9.1(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interestsbelow, including (A) any pledge or assignment by any Lender of may assign to one or more assignees all or any a portion of its rights and obligations under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of including all or any a portion of its rights under this Agreement Commitment Amount and any Note the Advances at the time owing to its trustee in support of its obligations it) with the prior written consent (such consent not to its trusteebe unreasonably withheld, conditioned or delayed) of: (i) Borrower; provided, however, that no such pledge or consent of Borrower shall be required for an assignment creating to a security interest shall release the transferor Lender from its obligations hereunder unless Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default has occurred and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made is continuing, any Loan other assignee; and (or participation in Letters of Creditii) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii)Administrative Agent; provided, however, that no consent of Administrative Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation for an assignment to an assignee that is a Lender with a Commitment Amount in Letters of Credit) or which holds any Note place immediately prior to direct payments relating giving effect to such Loan assignment. (or participation in Letters of Creditb) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees Assignments by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, Lenders shall be conclusive and binding on any subsequent holder or assignee of subject to the rights to such Loan (or participation in Letters of Credit).following additional conditions: (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially except in the form case of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (Bdetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) a shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing or continuing; (Cii) the each partial assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to made as an assignment of a Revolving Commitment becoming effective unless proportionate part of all the Purchaser is a Lender with a Revolving Commitment. Any consent required assigning Lender’s rights and obligations under this clause (ii) shall not be unreasonably withheld or delayed.Agreement; (iii) Upon (A) delivery the parties to each assignment shall execute and deliver to Administrative Agent of a duly executed an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantors or any consents required by this Sectionother Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (Bv) payment the assignee may not be an Affiliate of a $3,500 fee Borrower, Guarantors or any other Loan Party. (c) Subject to Agent for processing such assignment (unless such fee is waived by Agentacceptance and recording thereof pursuant to Section 9.1(e), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under this Agreement, and the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were an original party theretoof the interest assigned by such Assignment and Assumption, and the transferor Lender shall be released with respect to the Commitment and Loans and participations from its obligations under this Agreement (and, in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits ofof Sections 2.11, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment9. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.

Binding Effect; Assignments. (a) The terms rights and provisions obligations of the Loan Documents this Agreement shall be binding upon bind and inure to the benefit of Borrowers, Agent, Lenders and LC Issuer the Parties and their respective successors and assigns permitted herebyassigns. Nothing expressed or implied herein shall be construed to give any other Person any legal or equitable rights hereunder. Except as expressly provided herein, except that (i) no Borrower shall have the right to assign its rights and obligations of this Agreement may not be assigned or obligations under the Loan Documents delegated by any Party without the prior written consent of Agentthe other Party. Notwithstanding the foregoing sentence, each Lender and LC IssuerBuyer may, upon reasonable advance notice to the Sellers, (iii) assign to any assignment by one or more of its Affiliates, any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 shall be null and void, unless such attempted assignment or transfer is treated as participation in accordance with Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interests, including (A) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made any Loan (or participation in Letters of Credit) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii); provided, however, that Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation in Letters of Credit) or which holds any Note to direct payments relating to such Loan (or participation in Letters of Credit) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan (or participation in Letters of Credit). (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, in whole or in part (provided, that (a) such assignees deliver an instrument in writing to Sellers confirming that it or they are bound by and each assignment by a Lender shall perform all of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage the obligations of each class of all Loans and Commitments the Buyer under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B) a Default has occurred and is continuing or (C) the assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this clause (ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Agent of a duly executed Assignment and Assumption Agreement, together with any consents required by this Section, and (B) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment and Assumption Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, signatory and the transferor Lender (b) no assignment hereunder shall be released with respect to the Commitment and Loans and participations in Letters relieve Buyer of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or its obligations under this Agreement that does not comply with this Section 12.7 and Buyer shall be treated for purposes cause such assignees to perform such obligations on behalf of this Agreement Buyer, as a sale by such Lender of a participation in such rights and obligations applicable, in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice ) and (ii) assign its rights to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time indemnification under this Agreement to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or its lenders providing financing in connection with Agent’s the transactions contemplated hereby for collateral security purposes, but such assignment shall not release Buyer from their obligations hereunder; provided, further, that if any assignment hereunder increases the amount of withholding or other deduction required under any applicable Law over the amount that would have been required had no such Lender’s credit evaluation assignment been made, then the Buyer shall indemnify and hold harmless the Sellers Indemnitees to the extent of Borrowers such increase. Any purported assignment in contravention of this Section 13.5 shall be null and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiariesvoid.

Binding Effect; Assignments. (a) The terms This Agreement and provisions of the Loan other Credit Documents shall be binding upon and inure to the benefit of BorrowersPurchaser, AgentVendors, Lenders Collateral Agent and LC Issuer Administrative Agent and their respective successors and assigns permitted hereby, except that (i) no Borrower assigns. Purchaser and Parent shall not have the right to assign its their rights or obligations under the Loan Documents delegate their duties hereunder or any interest herein without the prior written consent of Vendors and Administrative Agent, each Lender and LC Issuer, (ii) any assignment by any Lender must be made . Vendors may assign or sell participation interests in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 shall be null and void, unless such attempted assignment or transfer is treated as participation in accordance with Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interests, including (A) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made any Loan (or participation in Letters of Credit) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii); provided, however, that Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation in Letters of Credit) or which holds any Note to direct payments relating to such Loan (or participation in Letters of Credit) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan (or participation in Letters of Credit). (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of their interests under this Agreement or any of the other Credit Documents to any Eligible Assignee. Purchaser hereby grants its rights unconditional authorization to Vendors to execute any such assignment, and obligations under the Loan Documents. Such assignment agrees that it shall be substantially in the form of Exhibit J (sufficient that there exist only an “Assignment agreement between Vendors and Assumption Agreement”)their assignees. Each such assignment with respect to a Administrative Agent shall notify Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject writing, pursuant to the assignment, determined as provisions of SECTION 9.2. This unconditional acceptance by Purchaser of any such assignment by Vendors includes Purchaser's and Guarantor's express consent to the total or partial assignment of the date of such assignment Guaranty or as of the “Trade Date,” if the “Trade Date” is specified any other guaranties that have been or may be in the assignment. (ii) The consent future be extended as surety for the payment and performance of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B) a Default has occurred and is continuing or (C) the assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required Purchaser's Obligations under this clause (ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Agent of a duly executed Assignment and Assumption Agreement, together with any consents required by this Section, and (B) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment and Assumption Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans and participations in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive Credit Agreements. Purchaser, Guarantor and Vendors hereby agree that in the event of any such assignment, the rights and interests in and to the Purchaser's and Guarantor's payment and performance of the its Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 and each of the other Credit Agreements, shall be treated for purposes assigned in favor of this Agreement as a sale by the one or several assignees, to be shared jointly with Vendors or such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, other assignees if the transferor Lender assignment is in part. Vendors may, subject to SECTION 9.21 below, disclose the Credit Documents and any financial or other information relating to Purchaser to any potential assignee or participant. Any Taxes arising from the Purchaser desires that its Loans assignment shall be evidenced borne by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iv) Agent shall maintain at one . The form of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name Acceptance is recorded in the Register pursuant to the terms hereof attached hereto as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.EXHIBIT F.

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents this Agreement shall be binding upon and inure to the benefit of BorrowersBorrower, Agent, Administrative Agent and Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to may not assign or otherwise transfer any of its rights or obligations under the Loan Documents hereunder without the prior written consent of Agenteach Lender, which consent may be withheld, conditioned or delayed in each Lender such Lender’s sole and LC Issuer, absolute discretion (ii) and any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 Borrower without consent shall be null and void), unless such attempted assignment and (ii) no Lender may assign or otherwise transfer is treated as participation its rights or obligations hereunder except in accordance with this Section 12.89.1. The Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement acknowledge that and the other Loan Documents in accordance with the following provisions: (a) Subject to the conditions set forth in Section 12.7(b9.1(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interestsbelow, including (A) any pledge or assignment by any Lender of may assign to one or more assignees all or any a portion of its rights and obligations under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of including all or any a portion of its rights under this Agreement Commitment Amount and any Note the Advances at the time owing to its trustee in support of its obligations it) with the prior written consent (such consent not to its trusteebe unreasonably withheld, conditioned or delayed) of: (i) Borrower; provided, however, that no such pledge or consent of Borrower shall be required for an assignment creating to a security interest shall release the transferor Lender from its obligations hereunder unless Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default has occurred and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made is continuing, any Loan other assignee; and (or participation in Letters of Creditii) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii)Administrative Agent; provided, however, that no consent of Administrative Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation for an assignment to an assignee that is a Lender with a Commitment Amount in Letters of Credit) or which holds any Note place immediately prior to direct payments relating giving effect to such Loan assignment. (or participation in Letters of Creditb) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees Assignments by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, Lenders shall be conclusive and binding on any subsequent holder or assignee of subject to the rights to such Loan (or participation in Letters of Credit).following additional conditions: (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially except in the form case of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (Bdetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) a shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing or continuing; (Cii) the each partial assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to made as an assignment of a Revolving Commitment becoming effective unless proportionate part of all the Purchaser is a Lender with a Revolving Commitment. Any consent required assigning Lender’s rights and obligations under this clause (ii) shall not be unreasonably withheld or delayed.Agreement; (iii) Upon (A) delivery the parties to each assignment shall execute and deliver to Administrative Agent of a duly executed an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor or any consents required by this Sectionother Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (Bv) payment the assignee may not be an Affiliate of a $3,500 fee Borrower, Guarantor or any other Loan Party. (c) Subject to Agent for processing such assignment (unless such fee is waived by Agentacceptance and recording thereof pursuant to Section 9.1(e), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under this Agreement, and the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were an original party theretoof the interest assigned by such Assignment and Assumption, and the transferor Lender shall be released with respect to the Commitment and Loans and participations from its obligations under this Agreement (and, in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits ofof Sections 2.11, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment9. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.

Binding Effect; Assignments. (a) The terms and provisions Neither this Agreement nor any of the Loan Documents rights, interests or obligations hereunder shall be assigned by any of the parties hereto prior to the Effective Time, without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders and LC Issuer the parties hereto and their respective successors and assigns permitted herebyassigns. Each of Holdco, except that Purchaser and ▇▇▇▇▇▇▇▇ (icollectively with Parent, the "Buyers") no Borrower shall have hereby appoints the right Parent to assign its rights or obligations under the Loan Documents without the prior written consent of Agent, each Lender and LC Issuer, (ii) any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 shall be null and void, unless such attempted assignment or transfer is treated as participation in accordance with Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interests, including (A) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made any Loan (or participation in Letters of Credit) or which holds any Note act as the owner thereof attorney-in-fact and agent for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii); provided, however, that Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation in Letters of Credit) or which holds any Note to direct payments relating to such Loan (or participation in Letters of Credit) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan (or participation in Letters of Credit). (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B) a Default has occurred and is continuing or (C) the assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this clause (ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Agent of a duly executed Assignment and Assumption Agreement, together with any consents required by this Section, and (B) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment and Assumption Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released Buyers with respect to the Commitment taking of any and Loans all actions and participations in Letters the making of Credit assigned to such Purchaser without any further consent decisions required or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease permitted to be a Lender hereunder but shall continue to be entitled to the benefits oftaken by any of Parent, and subject toHoldco, those provisions of Purchaser or ▇▇▇▇▇▇▇▇ under this Agreement and the other Loan Documents which survive payment Transaction Documents, including, without limitation, the power to (i) arbitrate, resolve, settle or compromise any dispute regarding indemnification claims or matters arising out of this Agreement and (ii) take all actions necessary in the judgment of Parent for the accomplishment of the Obligations and termination foregoing. Notices to or from Parent shall constitute notice to or from each Buyer. A decision, act, consent or instruction of Parent in connection with any of the applicable agreementforegoing matters shall constitute a decision of all of the Buyers and shall be final, binding and conclusive upon each of the Buyers, and the Company may rely upon any such written decision, consent or instruction of Parent as being the decision, consent or instruction of each and every Buyer. Any assignment In performing the functions specified in this Agreement, Parent will not be liable to any Buyer in the absence of fraud or transfer by a Lender willful misconduct on the part of rights Parent, and, as between Parent and the Buyers, any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of Parent good faith. Each of Parent and ▇▇▇▇▇▇▇▇ confirms that it has had the opportunity to independently participate in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. ▇▇▇▇▇▇▇▇ acknowledges that (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP solely represented Parent in connection with the transaction contemplated hereby and (ii) Parent did not provide any advice in connection herewith and ▇▇▇▇▇▇▇▇'▇ determination to participate herein was based solely on its own evaluation of the risks and merits of the investment contemplated hereby. (b) Parent agrees to be jointly and severally responsible for any failure on the part of ▇▇▇▇▇▇▇▇, Holdco or Purchaser to perform any of its obligations under this Agreement that does not comply with this Section 12.7 shall be treated and the other Transaction Documents and for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation any breach of any assignment to a Purchaser pursuant to this clause (iii)representation, warranty or covenant on the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iv) Agent shall maintain at one part of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent ▇▇▇▇▇▇▇▇, Holdco or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their SubsidiariesPurchaser.

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents this Agreement shall be binding upon and inure to the benefit of BorrowersBorrower, Agent, Administrative Agent and Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to may not assign or otherwise transfer any of its rights or obligations under the Loan Documents hereunder without the prior written consent of Agenteach Lender, which consent may be withheld, conditioned or delayed in each Lender such Lender’s sole and LC Issuer, absolute discretion (ii) and any attempted assignment or transfer by any Lender must Borrower without consent shall be made in compliance with Section 12.7(bnull and void), and (iiiii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.1 (and any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party such Lender not made so in compliance with this Section 12.7 accordance shall be null and void). Nothing in this Agreement, unless such attempted assignment expressed or transfer is treated as participation implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2 hereof) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement and the other Loan Documents in accordance with the following provisions: (a) Subject to the conditions set forth in Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b9.1(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interestsbelow, including (A) any pledge or assignment by any Lender of may assign to one or more assignees all or any a portion of its rights and obligations under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of including all or any a portion of its rights under this Agreement Commitment Amount and any Note the Advances at the time owing to its trustee in support of its obligations it) with the prior written consent (such consent not to its trusteebe unreasonably withheld, conditioned or delayed) of: (i) Operating Borrower; provided, however, that no consent of Operating Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default or an Unmatured Event of Default (so long as Administrative Agent has delivered to Operating Borrower written notice of such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless Unmatured Event of Default) has occurred and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made is continuing, any Loan other assignee; and (or participation in Letters of Creditii) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii)Administrative Agent; provided, however, that no consent of Administrative Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation for an assignment to an assignee that is a Lender with a Commitment Amount in Letters of Credit) or which holds any Note place immediately prior to direct payments relating giving effect to such Loan assignment. (or participation in Letters of Creditb) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees Assignments by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, Lenders shall be conclusive and binding on any subsequent holder or assignee of subject to the rights to such Loan (or participation in Letters of Credit).following additional conditions: (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially except in the form case of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (Bdetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) a shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing or continuing; (Cii) the each partial assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to made as an assignment of a Revolving Commitment becoming effective unless proportionate part of all the Purchaser is a Lender with a Revolving Commitment. Any consent required assigning Lender’s rights and obligations under this clause (ii) shall not be unreasonably withheld or delayed.Agreement; (iii) Upon (A) delivery the parties to each assignment shall execute and deliver to Administrative Agent of a duly executed an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; provided that Borrower shall neither incur or be responsible for any consents required by this Sectioncosts or expenses in connection with any such assignments other than costs which Borrower elects to incur (including, without limitation, attorneys’ fees) associated with executing promissory notes or otherwise related to Borrower’s consenting to a Lender assignment (to the extent applicable). (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor or any other Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; (Bv) payment the assignee may not be an Affiliate of Borrower, Guarantor or any other Loan Party; (vi) Administrative Agent (a) shall at all times hold a portion of the Aggregate Commitment of at least $3,500 fee to 5,000,000.00, or (b) shall resign as the Administrative Agent for processing hereunder upon the request of Operating Borrower or the Required Lenders if at any time Administrative Agent no longer holds a portion of the Aggregate Commitment of at least $5,000,000.00, and a successor Administrative Agent shall thereafter be appointed in accordance with the provisions of Section 12.6 below. (vii) based upon the circumstances existing, on the closing date of such assignment, such assignment shall not cause Borrower to incur any additional cost, expense, liability or obligation under Section 2.6 or 2.10 above. (unless such fee is waived by Agentc) Subject to acceptance and recording thereof pursuant to Section 9.1(e), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under this Agreement, and the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were an original party theretoof the interest assigned by such Assignment and Assumption, and the transferor Lender shall be released with respect to the Commitment and Loans and participations from its obligations under this Agreement (and, in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits ofof Sections 2.6, 2.7, and 9.12, in each case, and, to the extent accrued while a Lender, subject to, those provisions of this Agreement to the conditions and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementlimitations thereof). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 9.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment9.2 hereof. (ivd) Agent Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments Commitment Amount of, and principal amounts amount of the Loans and participations in Letters of Credit Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and BorrowersBorrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice. (ce) Subject Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.1(b)(iii) hereof and any written consent to such assignment required by Section 9.1(a) hereof, Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided, however, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof2.3(b), Borrowers hereby authorize 2.14(b) or 9.12(a), Administrative Agent shall have no obligation to accept such Assignment and each Lender to disclose to any Purchaser Assumption or record the information therein in the Register unless and any prospective Purchaser any and until such payment shall have been made in full, together with all financial information in Agent’s or such Lender’s possession concerning Borrowers or any accrued interest thereon. No assignment shall be effective for purposes of their Subsidiaries which this Agreement unless it has been delivered to Agent or such Lender by a Borrower pursuant to recorded in the Loan Documents or Register as provided in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiariesthis Section 9.1.

Binding Effect; Assignments. (a) The terms and provisions obligations of the Loan Documents Guarantor hereunder shall be binding upon Guarantor and any of its successors and permitted assigns and shall inure to the benefit of Borrowersand be enforceable by BNS or the Purchaser Indemnified Parties, Agentas applicable, Lenders and LC Issuer and any of their respective successors and assigns or permitted herebyassigns. Neither this Guarantee nor any of the rights, except that (i) no Borrower shall have the right to assign its rights interests or obligations under the Loan Documents hereunder shall be assigned by Guarantor without the prior written consent of AgentBNS. This Guarantee, each Lender and LC Issuerincluding any of the rights, interests or obligations hereunder may be assigned by BNS without the consent of Guarantor to an Affiliate of BNS. Notwithstanding anything in this Guarantee to the contrary, Guarantor will not directly or indirectly sell, transfer, convey or otherwise dispose of all or substantially all of: (i) the electronic securities trading business of it or any of its Affiliates, (ii) any assignment by any Lender must be made the ETN (as defined in compliance with Section 12.7(bthe Technology Transfer Agreement), and or (iii) the E*Trade Brand or the E*Trade Marks, in each case whether by sale, transfer, conveyance or other disposition of shares or assets pursuant to a merger, consolidation, amalgamation, arrangement, take-over bid, tender offer, exchange offer, recapitalization, liquidation, dissolution, share exchange or any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment other business combination (or transfer by any party not made in compliance with this Section 12.7 shall be null and voidlease, unless such attempted assignment long-term supply agreement or transfer is treated other arrangement having the same economic effect as participation in accordance with Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interests, including (A) any pledge or assignment by any Lender a sale of all or substantially all of assets) (each, a “Triggering Transaction”) and will not recommend, endorse, support, encourage, assist, enter into any portion of its rights under this Agreement agreement or understanding with respect to or otherwise facilitate any Triggering Transaction unless, in each case, the acquiring party to the Triggering Transaction and any Note to a Federal Reserve Bank or (B) Person who ultimately controls such acquiring party agrees in the case of a Lender which is (or will be) engaged writing in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made any Loan (or participation in Letters of Credit) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii); provided, however, that Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation in Letters of Credit) or which holds any Note to direct payments relating to such Loan (or participation in Letters of Credit) or Note to another Person. Any assignee favor of the rights Purchaser prior to any Loan (or participation in Letters of Credit) or any Note agrees by acceptance the completion of such assignment transaction to assume and fully perform the obligations of the Guarantor under and to be bound by all the terms and provisions Section 4 hereof (other than in relation to Section 5.11 of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, shall be conclusive Stock Purchase Agreement) and binding on any subsequent holder or assignee of the rights to such Loan (or participation in Letters of Credit). (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B) a Default has occurred and is continuing or (C) the assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this clause (ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Agent of a duly executed Assignment and Assumption Agreement, together with any consents required by this Section, and (B) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment and Assumption Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans and participations in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.