Common use of Participations and Assignments Clause in Contracts

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (a) Any Borrower hereby acknowledges and ------------------------------ agrees that a Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a) grant participations in its ordinary course share of business the Loans or any Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other Person which has assets or capital the requisite sophistication to evaluate the merits and risks of at least $100,000,000 investments in Participations (other than "Participants"); provided, however, that: (i) all amounts payable by Borrower hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a natural person Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances as provided hereunder; and (b) assign (i) all or any percent of its share of the Loans or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate of a Lender; or (z) any Federal Reserve Bank; or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion part of such Lender’s Pro Rata Share its share of the Loans or any Note or right, title and also such Lender’s Pro Rata Share interest therein or in and to this Agreement to a third party; provided, however, that in the absence of the Term Loan, with an Event of Default or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingBorrowers, which consent shall not be unreasonably withheld, conditioned or delayed), . Any participations and any such assignment assignments pursuant to subparagraph (b) shall be in a minimum an amount not less than Five Million dollars ($5,000,000) and, shall not result in the aggregate amount equal to Maximum Principal Amount of the assigning Lender being less than Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lenderunless it is reduced to zero (0). Borrower and Administrative Agent Any assignment pursuant to subparagraph (b) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed require payment by the applicable parties thereto and Lender to Agent of a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts)3,500 transfer fee. Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed pursuant to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three subparagraph (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayedb) shall be required for any assignment that increases in the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).form attached hereto as Exhibit H.

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans Loan and also such Lender’s Pro Rata Share of the Term LoanRevolving Loans, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C B hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstandingsubsidiaries).. - 85 - DM3\2429630.8

Participations and Assignments. AeroCentury hereby acknowledges and agrees that any Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by AeroCentury shall be determined as if such Lender’s Pro Rata Share Bank had not granted such Participation; and (ii) any agreement pursuant to which a Bank may grant a Participation; (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of AeroCentury including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and also such Lender’s Pro Rata Share (b) each Bank may assign all or part of the Term Loan, its Note and its Revolving Credit Commitment (but only with the prior written consent of Administrative AeroCentury and National City, as the Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that each such assignment shall be in an amount of at least $5,000,000 (unless, after giving effect to such assignment and all other such assignments by such assigning Bank occurring simultaneously or substantially simultaneously therewith, such assigning Bank shall hold no Revolving Credit Commitment or any portion of its Note hereunder); and (ii) each such assignment by a minimum aggregate amount equal Bank of its Note or a portion thereof, or Revolving Credit Commitment or a portion thereof shall be made in such manner so that the same portion of its Loans, Note and Revolving Credit Commitment is assigned to Five Million Dollars the respective assignee. Upon execution and delivery by the assignee to AeroCentury and National City, as the Agent, of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder ($5,000,000if not already a Bank) orhaving the Commitment(s) and Note interest specified in such instrument, if lessand upon consent thereto by AeroCentury and National City, as the Agent, to the extent required above, the remaining Loan held by assignee shall have, to the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time extent of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made unless otherwise provided in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) with the consent of AeroCentury and National City, as the Agent), the obligations, rights and benefits of a Bank hereunder holding the Revolving Credit Commitment(s) and Loans (or portions thereof) assigned to it (in addition to the Revolving Credit Commitment(s) and Note interest, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the Commitment(s) (or portion(s) thereof) so assigned. Upon each Issuing Lender (such consent not to be unreasonably withheld or delayed) assignment the assigning Bank shall be required for any pay National City as the Agent an assignment that increases the obligation fee of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$3,500.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that any Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term LoanBank or, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Borrowers (all of which consents shall not to be unreasonably withheld), conditioned to any other bank, lending institution or delayed other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not be required granted such Participation; and (ii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for an assignment by a Lender to another Lender any payment of principal of or an Affiliate interest on any Loan or increase the Aggregate Loan Commitment or release any of a Lender)the Collateral; and (b) assign any or all of its obligations under this Agreement and the Loan Documents (but only with the consent of ePlus inc. Except as and the Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that each such assignment shall be in a minimum aggregate an amount equal to Five Million Dollars (of at least $5,000,000; and (ii) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of each such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 by a Bank of its Note or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoinga portion thereof, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of or Loan Commitment or a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment portion thereof shall be made in such manner so that the same portion of its Loans, Note and Loan Commitment is assigned to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent respective assignee. Upon each such assignment, the assigning Bank shall pay the Administrative Agent an assignment fee of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$3,500.

Participations and Assignments. (a) Any Lender The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loantime, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, conditioned title and interest therein or delayedin or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), any the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $5,000 shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held paid by the assigning Lender. Borrower and Bank to the Administrative Agent shall be entitled upon consummation of any assignment, including an assignment from one Bank to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000)another Bank. No assignment may assignments will be made to any Person if permitted by a Bank at the a time when such Bank is in default of such assignment Borrower would be obligated to pay any greater amount its obligations under Sections 3.1 or 3.3 this Agreement. Notwithstanding anything to the Assignee than contrary in this Section 11.4, the Borrower is then obligated shall not have the right to pay to the assigning Lender under such Sections (and if approve any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of or Participation by a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to Bank if a Lender Potential Default or an Affiliate Event of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not Default then outstanding)exists.

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term LoanLoans, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Hundred Thousand Dollars ($5,000,000500,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be -105- entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans Loan and also such Lender’s Pro Rata Share of the Term LoanAffiliate Revolving Loans, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an - 106 - DM3\7000734.9 Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or subsidiaries). 125. From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other Affiliatesthan its indemnification rights) and obligations hereunder. Upon the request of the Assignee (yand, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Administrative Agent for delivery to the consent Assignee (and, as applicable, the assigning Lender) a Term Loan Note in the principal amount of each Issuing Lender the Assignee’s Term Loan (and, as applicable, a Term Loan Note in the principal amount of the Term Loan retained by the assigning Lender). Each such consent not to be unreasonably withheld or delayed) Term Loan Note shall be required for dated the effective date of such assignment. Upon receipt by the assigning Lender of such Term Loan Note, the assigning Lender shall return to Borrower any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)prior Term Loan Note held by it.

Participations and Assignments. Jevic hereby acknowledges and agrees that CoreStates may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share its Revolving Loan Commitment, Term Loan Commitment, any Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of the CoreStates or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by the Jevic hereunder shall be determined as if CoreStates had not granted such Participation; and (ii) any agreement pursuant to which CoreStates may grant a Participation: (x) shall provide that CoreStates shall retain the sole right and responsibility to enforce the obligations of Jevic hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that CoreStates will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve CoreStates from its obligations, which shall remain absolute, to make Loans hereunder; and (b) CoreStates may assign any of its Loans and also such Lender’s Pro Rata Share its Revolving Loan Commitment (but only with the consent of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingJevic, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that, each such assignment shall be in an amount of at least $10,000,000 (unless, after giving effect to such assignment and all other such assignments by CoreStates occurring simultaneously or substantially simultaneously therewith, CoreStates shall hold no Revolving Loan Commitment, Term Loan Commitment or Loan hereunder); and (ii) each such assignment by CoreStates of its Loans, or Revolving Loan Commitment or Term Loan Commitment shall be made in such manner so that the same portion of its Loans, Notes, Revolving Loan Commitment and Term Loan Commitment is assigned to the respective assignee. Upon execution and delivery by the assignee to the Jevic of an instrument in writing pursuant to which such assignee agrees to become a minimum aggregate amount equal "Bank" hereunder having the Commitment(s) and Loans specified in such instrument, and upon consent thereto by the Jevic, to Five Million Dollars ($5,000,000) or, if lessthe extent required above, the remaining Loan held by assignee shall have, to the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time extent of such assignment Borrower would (unless otherwise provided in such assignment with the consent of the Jevic), the obligations, rights and benefits of a bank hereunder holding the Revolving Loan Commitment(s), Term Loan Commitment(s) and Loans (or portions thereof) assigned to it, and CoreStates Bank shall, to the extent of such assignment, be released from the Commitment(s) (or portion(s) thereof) so assigned. Jevic shall not be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any participation or assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation which would result in CoreStates retaining less than 51% of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstandingCommitment(s), Loans and Notes.

Participations and Assignments. (a) Any The Borrower hereby acknowledges and agrees that so long as the Lender is not in default of its obligations under this Agreement, the Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share its Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of the Lender or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if the Lender had not granted such Participation; (ii) the Lender shall act as agent for all Participants; and (iii) any agreement pursuant to which the Lender may grant a Participation: (x) shall provide that the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) shall not relieve the Lender from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign to any third party any of its Loans and also its Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Lender’s Pro Rata Share ” hereunder having the Loan Commitment and Loans specified in such instrument, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Term LoanBorrower), with the prior written consent obligations, rights and benefits of Administrative Agentthe Lender hereunder holding the Loan Commitment and Loans (or portions thereof) assigned to it, andand the Lender shall, to the extent of such assignment, be released from the Loan Commitment (or portion(s) thereof) so long as no assigned. Notwithstanding anything to the contrary in this Section 10.4, unless a Potential Default or an Event of Default has occurred and is continuingthen exists, Borrower (all of which consents Lender shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form grant Participations or assign any of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made its Loans or its Loan Commitment to any Person grantee or assignee if at the time of such proposed Participation or assignment Borrower would be obligated (1) the grantee or the assignee or any affiliate thereof is a bank or financial institution identified on Schedule 10.4 attached hereto, (2) the grantee or the assignee or any of its affiliates is engaged in the business of leasing airplanes, airplane engines or parts to pay third parties, or (3) the grantee or the assignee or any greater amount under Sections 3.1 of its affiliates has a lending relationship with any person engaged in the business of leasing airplanes, airplane engines or 3.3 parts to third parties, or any affiliates thereof. Prior to the Assignee than release of any confidential information of the Borrower is then obligated to pay any prospective Participant or assignee, the Lender will identify the prospective Participant or assignee to the assigning Lender under such Sections (Borrower and if any assignment is made in violation receive the Borrower’s prior written approval of the release of the information. Without limiting the foregoing, the Lender shall not release any confidential information of the Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to prospective Participant or assignee without obtaining the agreement of such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower prospective Participant or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not assignee to be unreasonably withheld or delayed) shall be required for any assignment that increases bound by the obligation provisions of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Section 10.18 hereof.

Participations and Assignments. (aA) Any Lender may may, in accordance with applicable law, at any time assign sell to one or more Persons that extends secured commercial loans banks, financial institutions or other entities (each, a “Participant”) participating interests in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Loans owing to Lender or its wholly-owned subsidiaries or its any other Affiliates) (interest of Lender under each Restructuring Document. In the event of any such Personsale by Lender of a participating interest to a Participant, an “Assignee”) all or any portion of such Lender’s Pro Rata Share obligations under each Restructuring Document to the other parties to the Restructuring Documents shall remain unchanged, Lender shall remain solely responsible for the performance thereof, Lender shall remain the holder of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) orLoan for all purposes under the Restructuring Documents, if less, the remaining Loan held by the assigning Lender. and each Borrower and Administrative Agent each other Loan Party shall be entitled to continue to deal solely and directly with such Lender in connection with Lender’s rights and obligations under each Restructuring Document. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Restructuring Document, or any consent to any departure by any other Participants therefrom, except to the interests so assigned extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the Loans, in each case to an Assignee until Administrative Agent the extent subject to such participation. Each Borrower agrees that if amounts outstanding under this Agreement and each other Restructuring Documents and the Loans are due or unpaid, or shall have received been declared or shall have become due and accepted payable upon the occurrence of an effective assignment agreement in substantially the form Event of Exhibit C hereto (an “Assignment Agreement”) executedDefault, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 each Participant shall, to the Assignee than Borrower is then obligated maximum extent permitted by applicable law, be deemed to pay have the right of setoff in respect of its participating interest in amounts owing under this Agreement or any other Restructuring Document to the assigning Lender same extent as if the amount of its participating interest were owing directly to it as a lender under such Sections (and if any assignment is made Restructuring Document, provided, that, in violation of the foregoingpurchasing such participating interest, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower Participant shall be deemed to have granted agreed to share with Lender the proceeds thereof as fully as if it were a lender hereunder. Each Borrower and each other Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 2.2, 2.10 and 9.2 with respect to its consent participation in the Loans outstanding from time to time as if it were a Lender; provided, that no Participant shall be entitled to receive any greater amount pursuant to any assignment requiring its consent hereunder unless Borrower has expressly objected such Section than Lender or any other transferor Participant would have been entitled to receive in respect of the amount of the participation transferred by Lender or any other transferor Participant to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) Participant had no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)transfer occurred.

Participations and Assignments. (a) Any Each Borrower hereby acknowledges and agrees that any Lender may at any time assign (subject to one or more Persons that extends secured commercial loans the prior written consent of Agent): (a) grant participations in up to forty-nine percent (49%) of its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Lender or to any Participating Lender’s ; provided, however, that: (i) all amounts payable by Borrowers to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participating Lender if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Total Credit Facility, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to (subject to the terms and conditions hereof) make Loans hereunder; and (b) assign, pursuant to a written assignment and acceptance in form and substance satisfactory to Agent (the “Assignment”) all or any percent of its Pro Rata Share of the Term LoanLoans, with the prior written consent of Administrative Agentor any right, and, title and interest therein or in and to this Agreement to any financial institution so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), i) after any such assignment shall be in a minimum aggregate amount equal to occurs, the Pro Rata Share of each Lender under this Agreement equals at least Five Million and 00/100 Dollars ($5,000,0005,000,000.00), (ii) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled consents to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to in writing and (iii) Agent receives an assignment fee from the assigning Lender under such Sections (not reimbursable by or chargeable to the Borrowers) of $3,500. Upon the execution by the assignor and if any assignment is made in violation assignee of the foregoingAssignment, Borrower will not and delivery to Agent of the Assignment for acceptance, the assigning Lender shall, to the extent provided in the Assignment, be required to pay such greater amounts). Any attempted assignment not made in accordance with released from its obligations under this Section 12.15 Agreement and the assignee thereunder shall be treated a party hereto and, to the extent provided in such Assignment have the rights and obligations of a Lender hereunder. All Participations and assignments hereunder shall be of all of the Loans in the same proportion as is the Pro Rata Percentage of all Loans of the Lender making the assignment or granting the Participation. Each Borrower agrees that it will use its best efforts to assist and cooperate with Agent in any manner reasonably requested by Agent to effect the sale of a participation hereunderparticipations in or assignments pursuant to this Section 11.16, including, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower shall be deemed to have granted its consent further agrees that Agent may disclose credit information regarding such Borrower to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower potential participant or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)assignee.

Participations and Assignments. AeroCentury hereby acknowledges and agrees that any Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by AeroCentury shall be determined as if such Lender’s Pro Rata Share Bank had not granted such Participation; and (ii) any agreement pursuant to which a Bank may grant a Participation; (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of AeroCentury including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and also such Lender’s Pro Rata Share (b) each Bank may assign all or part of the Term Loan, its Note and its Revolving Credit Commitment (but only with the prior written consent of Administrative AeroCentury and First Union, as the Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that each such assignment shall be in an amount of at least $1,000,000 (unless, after giving effect to such assignment and all other such assignments by such assigning Bank occurring simultaneously or substantially simultaneously therewith, such assigning Bank shall hold no Revolving Credit Commitment or any portion of its Note hereunder); and (ii) each such assignment by a minimum aggregate amount equal Bank of its Note or a portion thereof, or Revolving Credit Commitment or a portion thereof shall be made in such manner so that the same portion of its Loans, Note and Revolving Credit Commitment is assigned to Five Million Dollars the respective assignee. Upon execution and delivery by the assignee to AeroCentury and First Union, as the Agent, of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder ($5,000,000if not already a Bank) orhaving the Commitment(s) and Note interest specified in such instrument, if lessand upon consent thereto by AeroCentury and First Union, as the Agent, to the extent required above, the remaining Loan held by assignee shall have, to the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time extent of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made unless otherwise provided in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) with the consent of AeroCentury and First Union, as the Agent), the obligations, rights and benefits of a Bank hereunder holding the Revolving Credit Commitment(s) and Loans (or portions thereof) assigned to it (in addition to the Revolving Credit Commitment(s) and Note interest, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the Commitment(s) (or portion(s) thereof) so assigned. Upon each Issuing Lender (such consent not to be unreasonably withheld or delayed) assignment the assigning Bank shall be required for any pay First Union as the Agent an assignment that increases the obligation fee of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$3,000.

Participations and Assignments. (a) Any Subject to subparagraph (b) below, each Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than time: (i) grant participations of its Pro Rata Percentage of Loans or in and to its interests under this Agreement (collectively, "Participations") to any other lending office of such Lender or to any other bank, lending institution or the Federal Reserve Bank ("Participants"); provided however that: all amounts payable by the Borrower to such Lender hereunder and voting rights of such Lender hereunder shall be determined as if such Lender had not granted such Participation (a natural person change in voting rights requiring written consent of all Lenders); and any agreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the approval of its Participant regarding any amendment, modification or waiver of any provision set forth in Section 9.15(b); and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, to make Advances or issue Letters of Credit hereunder; and (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) assign all or any portion of such Lender’s its Pro Rata Share Percentage of the Loans and also such its right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender’s Pro Rata Share of the Term Loan, or to any other bank or financial institution, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, the Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and provided that the Borrower's consent shall not be required for after the occurrence and during the continuance of an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred Default; and is continuingprovided further that each Lender's Revolving Credit Pro Rata Share shall be at least $5,000,000.00. Notwithstanding anything to the contrary contained herein, Borrower otherwise consents in writingeach Lender may at any time collaterally assign all or any portion of its rights under this Agreement and its Revolving Credit Notes and its Term Notes to any Federal Reserve Bank to secure overnight deposits, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that no such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, release the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such assignor Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation from its obligations hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (a) Any Lender The Borrowers hereby acknowledge and agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loantime, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld) of the Borrowers and the Administrative Agent and the Appraisal Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, conditioned title and interest therein or delayedin or to this Agreement (collectively, "PARTICIPATIONS") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("PARTICIPANTS"); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrowers of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Administrative Agent and the Appraisal Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrowers), any the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such assignment Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An Assignment Fee of $3,500 shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held paid by the assigning Lender. Borrower and Bank to the Administrative Agent shall be entitled upon consummation of any assignment, including an assignment from one Bank to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000)another Bank. No assignment may assignments will be made to any Person if permitted by a Bank at the a time when such Bank is in default of such assignment Borrower would be obligated to pay any greater amount its obligations under Sections 3.1 or 3.3 this Agreement. Notwithstanding anything to the Assignee than Borrower is then obligated contrary in this Section 11.4, the Borrowers shall not have the right to pay to the assigning Lender under such Sections (and if approve any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of or Participation by a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to Bank if a Lender Potential Default or an Affiliate Event of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not Default then outstanding)exists.

Participations and Assignments. (a) Any The Borrower hereby ------------------------------ acknowledges and agrees that each Lender may at any time assign to one or more Persons that extends secured commercial loans time: (I) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note (collectively, PARTICIPATIONS) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a PARTICIPANT); PROVIDED, HOWEVER, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Lender’s Pro Rata Share Lender had not granted such Participation, such Lender (A) shall retain the sole right and responsibility to enforce the obligations of the Loans Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and also (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Credit Commitment; PROVIDED, HOWEVER, that such Lender’s Pro Rata Share Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Term LoanParticipant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Credit Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Credit Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note; PROVIDED, HOWEVER, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Agent (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment ; (ii) the amount assigned shall be in a minimum aggregate an amount equal to Five Million Dollars $2,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $5,000,0002,500. The rights of First Fidelity Bank, National Association, in its capacity as a Lender, to assign its rights and obligations hereunder pursuant to clause (II) orof this Section 11.08 is subject to the further restriction that First Fidelity Bank, National Association shall not be permitted to assign a percentage of its rights and obligations hereunder, if lessafter giving effect to such an assignment, it shall possess less than twenty five percent (25%) of the remaining Loan held by aggregate of all Credit Commitments. Notwithstanding anything in this Section 11.08 to the assigning contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Credit Obligations (without the consent of any Person or any other restriction) to (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. Borrower The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if the applicable agreement between the relevant Lender and Administrative Agent such holder so provides, (i) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation all of the foregoingrights, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale obligations and benefits of a participation hereunder. Borrower Lender hereunder and (ii) shall be deemed to have granted its consent hold and may exercise the rights of set-off or banker's lien with respect to any assignment requiring its consent hereunder unless and all obligations of such holder to the Borrower, in each case as fully as though the Borrower has expressly objected were directly indebted to such assignment within three (3) Business Days after notice thereofholder. Notwithstanding The Borrower authorizes each Lender to provide information concerning the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting prospective purchaser, assignee or participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about the Borrower. The Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at the Borrower's cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or its wholly-owned subsidiaries suits against such Lender arising out of or its other Affiliates) and (y) the consent relating to such Lender's reporting or disclosure of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)information.

Participations and Assignments. Borrower hereby acknowledges and agrees that a Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s its Pro Rata Share of the Loans Loan or any Note or of its right, title and also interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by Borrower hereunder shall be determined as if such Lender’s Bank had not granted such Participation; (ii) any agreement pursuant to which any Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on the Loan or postpone the date fixed for any payment of principal of or interest on the Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign all or any portion of its rights under this Agreement and its Notes; provided, however, that: (i) each assignees shall become subject to this Agreement as a Bank by execution of an Assignment and Assumption Agreement in substantially the form attached hereto as EXHIBIT I; (ii) at such time Schedule 1 shall be modified to reflect the Pro Rata Share Shares and Maximum Principal Amounts of such new Bank and of the Term Loanexisting Banks; (iii) upon surrender of the old Notes (or the furnishing of a standard indemnity letter from the respective assigning Bank in respect of any lost Notes) new Notes will be issued, at the Borrower s expense, to such new Bank and to the assigning Bank, such new Notes to be in conformity with Paragraph 2.2 (with appropriate modifications) to the extent needed to reflect the revised Pro Rata Shares and Maximum Principal Amounts; (iv) such assignments must be in minimum amounts of $5,000,000; (v) assignees other than Affiliates of a Bank or the Federal Reserve Bank will be subject to the prior written consent of Administrative Agent, and, so long as no Borrower (except during the continuance of an Event of Default has occurred Default) and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingthe Managing Agents, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall ; and (vi) assignments (other than by Managing Agents) will be in a minimum aggregate amount equal subject to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held payment by the assigning Lender. Borrower and bank to the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$3,500 transfer fee.

Participations and Assignments. (a) Any Lender The Hxxx Companies hereby acknowledge and agree that any Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share with the consent of the Loans and also such Lender’s Pro Rata Share of the Term LoanHxxx Group, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower Inc. (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld): (a) grant -41- Credit Agreement February 25, conditioned 1999 participations in all or delayedany portion of its Revolving Note or Term Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, any such assignment however, that: (i) all amounts payable by the Hxxx Companies hereunder shall be in determined as if such Bank had not granted such Participation; and (ii) any agreement pursuant to which such Bank may grant a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, Participation: (x) no consent shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower the Hxxx Companies hereunder including, without limitation, the right to approve any amendment, modification or Administrative Agent shall be required for waiver of any assignment to a Lender or an Affiliate provisions of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) this Agreement; and (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of each Issuing Lender the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Revolving Loan or Term Loan or postpone the date fixed for any payment of principal of or interest on any Revolving Loan or Term Loan or increase the Aggregate Revolving Loan Commitment or Aggregate Term Loan Commitment; and (such consent not to be unreasonably withheld or delayedb) assign any of its obligations under this Agreement and the Loan Documents, provided it shall retain at least $5,000,000 of the Aggregate Revolving Loan Commitment, $2,500,000 of the Aggregate Term Loan Commitment and shall serve as agent for all its assignees. For so long as First Union shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Agent, its Revolving Loan Commitment shall be at least $15,000,000.

Participations and Assignments. (a) Any Lender may at The Borrower shall not assign or otherwise transfer any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share rights of the Term Loan, with Borrower pursuant to this Agreement without the prior written consent of all the Banks, and any such assignment or other transfer without such prior written consent shall be void. No consent by any Bank to any such assignment or other transfer shall release the Borrower from any indebtedness, liability or obligation of the Borrower pursuant to this Agreement. No Bank shall assign or otherwise transfer, or grant any participation in, any indebtedness, liability or obligation of the Borrower to such Bank pursuant to this Agreement or any of the rights and remedies of such Bank pursuant to this Agreement without the prior written consent of the Borrower and the Administrative Agent which consent shall not be unreasonably withheld, except (i) any Bank may assign or otherwise transfer, or grant participations in, any indebtedness, liability or obligation of the Borrower to any other Bank or to any Affiliate of such Bank, and (ii) any Bank may execute an assignment in favor of a Replacement Bank as contemplated by Section 2.15 hereof. Notwithstanding any of the foregoing, any Bank without the consent of the Borrower or Administrative Agent, and(i) may grant a participation in any indebtedness, so long as no liability or obligation of the Borrower to such Bank, including without limitation, any Advances, Letters of Credit and Swingloans provided (a) such participation is in a minimum amount of $5,000,000 and (b) such Bank shall remain solely responsible for its performance under this Agreement, such Bank shall remain the holder of the Note made payable to it for all purposes under this Agreement and the Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank=s rights and obligations under this Agreement and the Collateral Documents; and (ii) may assign all or a portion of its rights and obligations under this Agreement, including without limitation, rights and obligations with respect to any Advances, Letters of Credit and Swingloans provided (a) an Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any b) such assignment shall be is in a minimum aggregate amount equal to Five Million Dollars (of $5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (yc) if such Bank does not fully assign all of its rights and obligations, such Bank shall retain at least $10,000,000 of obligations under the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Agreement.

Participations and Assignments. (a) Any Each Borrower hereby acknowledges and agrees that each Lender may at any time assign to one or more Persons that extends secured commercial loans time: (I) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under its Revolving Credit Note (collectively, "PARTICIPATIONS") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a "PARTICIPANT"); PROVIDED, HOWEVER, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Lender’s Pro Rata Share Lender had not granted such Participation, and (ii) such Lender (A) shall retain the sole right and responsibility to enforce the obligations of the Loans Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and also (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Commitment; PROVIDED, HOWEVER, that such Lender’s Pro Rata Share Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Term LoanParticipant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under its Revolving Credit Note; PROVIDED, HOWEVER, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Agent (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed) and has delivered to the Agent and the Borrowers a duly completed and executed assignment and assumption agreement in the form attached hereto as EXHIBIT F (as "ASSIGNMENT AND ASSUMPTION AGREEMENT"), any such assignment ; (ii) the amount assigned shall be in a minimum aggregate an amount equal to Five Million Dollars $5,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $5,000,0003,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Obligations (without the consent of any Person or any other restriction) orto (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if lessthe applicable agreement between the relevant Lender and such holder so provides, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent (i) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation all of the foregoingrights, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale obligations and benefits of a participation hereunder. Borrower Lender hereunder and (ii) shall be deemed to have granted its consent hold and may exercise the rights of set-off or banker's lien with respect to any assignment requiring its consent hereunder unless Borrower has expressly objected and all obligations of such holder to the Borrower, in each case as fully as though the Borrowers were directly indebted to such assignment within three (3) Business Days after notice thereofholder. Notwithstanding the foregoing, (x) no consent of Each Borrower or Administrative Agent shall be required for any assignment authorizes each Lender to a Lender or an Affiliate of a Lender (provided that no assignment shall be made provide information concerning such Borrower to any Defaulting prospective purchaser, assignee or participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about such Borrower. Each Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at such Borrower's cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or its wholly-owned subsidiaries suits against such Lender arising out of or its other Affiliates) and (y) the consent relating to such Lender's reporting or disclosure of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)information.

Participations and Assignments. (a) Any Lender Xxxxxx hereby acknowledges and agrees that any Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loantime, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower Xxxxxx (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld): (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note or of its right, conditioned title and interest therein or delayedin or to this Agreement (collectively, "Participations") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, any such assignment however, that: (i) all amounts payable by Xxxxxx hereunder shall be in determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a minimum aggregate amount equal Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to Five Million Dollars ($5,000,000) orenforce the obligations of Xxxxxx hereunder including, if lesswithout limitation, the remaining right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan held or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assigning Lender. Borrower assignee to Xxxxxx of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Administrative Agent Loans specified in such instrument, and upon consent thereto by Xxxxxx, to the extent required above, the assignee shall be entitled have, to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time extent of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made unless otherwise provided in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) with the consent of each Issuing Lender the Xxxxxx), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such consent not Bank shall, to the extent of such assignment, be unreasonably withheld released from the Commitment (or delayedportion(s) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)thereof) so assigned.

Participations and Assignments. (a) Any The Borrower hereby acknowledges ------------------------------ and agrees that each Lender may at any time assign to one or more Persons that extends secured commercial loans time: (I) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note (collectively, Participations) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a Participant); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Lender’s Pro Rata Share Lender had not granted such Participation, such Lender (A) shall retain the sole right and responsibility to enforce the obligations of the Loans Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and also (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Credit Commitment; provided, however, that such Lender’s Pro Rata Share Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Term LoanParticipant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Credit Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Credit Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note; provided, however, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Agent (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment ; (ii) the amount assigned shall be in a minimum aggregate an amount equal to Five Million Dollars $2,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $5,000,0002,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Credit Obligations (without the consent of any Person or any other restriction) orto (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if lessthe applicable agreement between the relevant Lender and such holder so provides, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent (i) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation all of the foregoingrights, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale obligations and benefits of a participation hereunder. Borrower Lender hereunder and (ii) shall be deemed to have granted its consent hold and may exercise the rights of set-off or banker's lien with respect to any assignment requiring its consent hereunder unless and all obligations of such holder to the Borrower, in each case as fully as though the Borrower has expressly objected were directly indebted to such assignment within three (3) Business Days after notice thereofholder. Notwithstanding The Borrower authorizes each Lender to provide information concerning the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting prospective purchaser, assignee or participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about the Borrower. The Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at the Borrower's cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or its wholly-owned subsidiaries suits against such Lender arising out of or its other Affiliates) and (y) the consent relating to such Lender's reporting or disclosure of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)information.

Participations and Assignments. (a) Any Lender This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may at not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any time assign part of its Commitment or any Loan to one another bank or more Persons that extends secured commercial loans other entity, in its ordinary course of business and has assets or capital of at least $100,000,000 (other than which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a natural person or copy to the Agent, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by the Borrower under ARTICLE ll shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank with an assignee shall be in the form of SCHEDULE 9.10; and the agreement executed by such Bank with a participant shall not give the participant the right to require such Bank to take or omit to take any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliatesaction hereunder except action directly relating to (i) (any such Person, an “Assignee”) all or the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such Lender’s Pro Rata Share participant, (ii) the reduction of the Loans and also such Lender’s Pro Rata Share principal amount outstanding hereunder or (iii) the reduction of the Term Loanrate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the prior written consent Borrower in the possession of Administrative Agent, and, so long as no Event of Default has occurred such Bank from time to time to assignees and is continuing, Borrower participants (all of which consents including prospective assignees and participants); provided that such Bank shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), require any such assignment shall be prospective assignee or such participant (prospective or otherwise) to agree in a minimum aggregate amount equal writing to Five Million Dollars ($5,000,000) or, if less, maintain the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time confidentiality of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)information.

Participations and Assignments. (aA) Any Lender may may, in accordance with applicable law, at any time assign sell to one or more Persons that extends secured commercial loans banks, financial institutions or other entities (each, a "Participant") participating interests in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Loans owing to Lender or its wholly-owned subsidiaries or its any other Affiliates) (interest of Lender under each Restructuring Document. In the event of any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment sale by a Lender to another Lender or an Affiliate of a participating interest to a Participant, Lender). Except as Administrative Agent may otherwise agree (and's obligations under each Restructuring Document to the other parties to the Restructuring Documents shall remain unchanged, so long as no Event Lender shall remain solely responsible for the performance thereof, Lender shall remain the holder of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) orLoan for all purposes under the Restructuring Documents, if less, the remaining Loan held by the assigning Lender. and each Borrower and Administrative Agent each other Loan Party shall be entitled to continue to deal solely and directly with such Lender in connection with Lender's rights and obligations under each Restructuring Document. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Restructuring Document, or any consent to any departure by any other Participants therefrom, except to the interests so assigned extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the Loans, in each case to an Assignee until Administrative Agent the extent subject to such participation. Each Borrower agrees that if amounts outstanding under this Agreement and each other Restructuring Documents and the Loans are due or unpaid, or shall have received been declared or shall have become due and accepted payable upon the occurrence of an effective assignment agreement in substantially the form Event of Exhibit C hereto (an “Assignment Agreement”) executedDefault, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 each Participant shall, to the Assignee than Borrower is then obligated maximum extent permitted by applicable law, be deemed to pay have the right of setoff in respect of its participating interest in amounts owing under this Agreement or any other Restructuring Document to the assigning Lender same extent as if the amount of its participating interest were owing directly to it as a lender under such Sections (and if any assignment is made Restructuring Document, provided, that, in violation of the foregoingpurchasing such participating interest, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower Participant shall be deemed to have granted agreed to share with Lender the proceeds thereof as fully as if it were a lender hereunder. Each Borrower and each other Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 2.2, 2.10 and 9.2 with respect to its consent participation in the Loans outstanding from time to time as if it were a Lender; provided, that no Participant shall be entitled to receive any greater amount pursuant to any assignment requiring its consent hereunder unless Borrower has expressly objected such Section than Lender or any other transferor Participant would have been entitled to receive in respect of the amount of the participation transferred by Lender or any other transferor Participant to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) Participant had no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)transfer occurred.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that any Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term LoanBank or, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Borrowers (all of which consents shall not to be unreasonably withheld), conditioned to any other bank, lending institution or delayed other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not be required granted such Participation; and (ii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for an assignment by a Lender to another Lender any payment of principal of or an Affiliate interest on any Loan or increase the Aggregate Loan Commitment or release any of a Lender). Except as the Collateral; and (b) assign any or all of its obligations under this Agreement and the Loan Documents (but only with the consent of the Parent and the Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that each such assignment shall be in a minimum aggregate an amount equal to Five Million Dollars (of at least $5,000,000; and (ii) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of each such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 by a Bank of its Note or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoinga portion thereof, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of or Loan Commitment or a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment portion thereof shall be made in such manner so that the same portion of its Loans, Note and Loan Commitment is assigned to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent respective assignee. Upon each such assignment, the assigning Bank shall pay the Administrative Agent an assignment fee of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$3,500.

Participations and Assignments. (a) Any The Borrower hereby acknowledges and agrees that so long as the Lender is not in default of its obligations under this Agreement, the Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share its Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of the Lender or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if the Lender had not granted such Participation; (ii) the Lender shall act as agent for all Participants; and (iii) any agreement pursuant to which the Lender may grant a Participation: (x) shall provide that the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) shall not relieve the Lender from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign to any third party any of its Loans and also its Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a "Lender’s Pro Rata Share " hereunder having the Loan Commitment and Loans specified in such instrument, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Term LoanBorrower), with the prior written consent obligations, rights and benefits of Administrative Agentthe Lender hereunder holding the Loan Commitment and Loans (or portions thereof) assigned to it, andand the Lender shall, to the extent of such assignment, be released from the Loan Commitment (or portion(s) thereof) so long as no assigned. Notwithstanding anything to the contrary in this Section 10.4, unless a Potential Default or an Event of Default has occurred and is continuingthen exists, Borrower (all of which consents Lender shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form grant Participations or assign any of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made its Loans or its Loan Commitment to any Person grantee or assignee if at the time of such proposed Participation or assignment Borrower would be obligated (1) the grantee or the assignee or any affiliate thereof is a bank or financial institution identified on Schedule 10.4 attached hereto, (2) the grantee or the assignee or any of its affiliates is engaged in the business of leasing airplanes, airplane engines or parts to pay third parties, or (3) the grantee or the assignee or any greater amount under Sections 3.1 of its affiliates has a lending relationship with any person engaged in the business of leasing airplanes, airplane engines or 3.3 parts to third parties, or any affiliates thereof. Prior to the Assignee than release of any confidential information of the Borrower is then obligated to pay any prospective Participant or assignee, the Lender will identify the prospective Participant or assignee to the assigning Lender under such Sections (Borrower and if any assignment is made in violation receive the Borrower's prior written approval of the release of the information. Without limiting the foregoing, the Lender shall not release any confidential information of the Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to prospective Participant or assignee without obtaining the agreement of such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower prospective Participant or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not assignee to be unreasonably withheld or delayed) shall be required for any assignment that increases bound by the obligation provisions of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Section 10.18 hereof.

Participations and Assignments. Borrower hereby acknowledges and agrees that a Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its Maximum Principal Amount of the Loan or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank or lending institution ("Participants"); provided, however, that: (i) all amounts payable by Borrower hereunder shall be determined as if such Bank had not granted such Participation; and (ii) any agreement pursuant to which any Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would require approval of all Banks pursuant to Paragraph 9.3 hereof; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign its rights and obligations under the Commitment and the Loan (i) to any Federal Reserve Bank, (ii) to any Affiliate of such Lender’s Pro Rata Share of the Loans , or (iii) with notice to Borrower and also such Lender’s Pro Rata Share of the Term Loan, Agent together with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender payment to another Lender or an Affiliate Agent of a Lender). Except as Administrative Agent may otherwise agree $3,500 transfer fee, to any other financial institution, provided, that (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), x) any such assignment under this clause (iii) shall be in a minimum aggregate amount equal to of Five Million Dollars ($5,000,000) or), if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) in the absence of an Event of Default hereunder no Bank shall assign under this clause (iii) more than forty-nine percent (49%) of its rights and obligations hereunder. Any grant of an assignment pursuant to this Paragraph 10.2 shall be pro rata as to the Short Term Loan and the Three Year Loan. Borrower may not assign or otherwise transfer its rights or obligation under this Agreement without the prior written consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Banks.

Participations and Assignments. (a) Any Borrower hereby acknowledges and agrees that a Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a) grant participations in its ordinary course share of business the Loan or any Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other Person which has assets or capital the requisite sophistication to evaluate the merits and risks of at least $100,000,000 investments in Participations (other than "Participants"); provided, however, that: (i) all amounts payable by Borrower hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a natural person Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances as provided hereunder; and (b) assign (i) all or any percent of its share of the Loan or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate of a Lender; or (z) any Federal Reserve Bank; or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion part of such Lender’s Pro Rata Share its share of the Loans Loan or any Note or right, title and also such Lender’s Pro Rata Share interest therein or in and to this Agreement to a third party; provided, however, that in the absence of the Term Loan, with an Event of Default or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingBorrower, which consent shall not be unreasonably withheld, conditioned or delayed), . Any participations and any such assignment assignments pursuant to subparagraph (b) shall be in a minimum aggregate an amount equal to not less than Five Million Dollars ($5,000,000) orand, if less, shall not result in the remaining Loan held by aggregate Maximum Principal Amount of the assigning LenderLender being less than Five Million Dollars ($5,000,000) unless it is reduced to zero (0). Borrower and Administrative Agent Any assignment pursuant to subparagraph (b) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed require payment by the applicable parties thereto and Lender to Agent of a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts)3,500 service fee. Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed pursuant to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three subparagraph (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayedb) shall be required for any assignment that increases in the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)form attached hereto as Exhibit F attached hereto.

Participations and Assignments. (a) Any The Borrower hereby acknowledges and agrees that each Lender may at any time assign to one or more Persons that extends secured commercial loans time: (I) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note and Term Loan Note (collectively, Participations) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a Participant); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Lender’s Pro Rata Share Lender had not granted such Participation, such Lender (A) shall retain the sole right and responsibility to enforce the obligations of the Loans Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and also (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Credit Commitment; provided, however, that such Lender’s Pro Rata Share Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Credit Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Credit Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note and Term LoanLoan Note; provided, however, that, except with respect to (y) assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) and (z) a single assignment not to exceed fifty percent (50%) of its rights and obligations hereunder to a lending institution (as to which the condition in clause (i) below shall not be applicable), prior to such assignment: (i) it has obtained the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Agent (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment ; (ii) the amount assigned shall be in a minimum aggregate an amount equal to Five Million Dollars $5,000,000 or multiples of $5,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $5,000,0003,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Credit Obligations (without the consent of any Person or any other restriction) orto (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if lessthe applicable agreement between the relevant Lender and such holder so provides, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent (i) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation all of the foregoingrights, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale obligations and benefits of a participation hereunder. Borrower Lender hereunder and (ii) shall be deemed to have granted its consent hold and may exercise the rights of set-off or banker's lien with respect to any assignment requiring its consent hereunder unless and all obligations of such holder to the Borrower, in each case as fully as though the Borrower has expressly objected were directly indebted to such assignment within three (3) Business Days after notice thereofholder. Notwithstanding The Borrower authorizes each Lender to provide information concerning the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting prospective purchaser, assignee or participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about the Borrower. The Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at the Borrower's cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or its wholly-owned subsidiaries suits against such Lender arising out of or its other Affiliates) and (y) the consent relating to such Lender's reporting or disclosure of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)information.

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans Loan and also such Lender’s Pro Rata Share of the Term LoanRevolving Loans, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstandingsubsidiaries).

Participations and Assignments. (a) Any Each Borrower hereby acknowledges and agrees that each Lender may at any time assign to one or more Persons that extends secured commercial loans time: (I) grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under its Revolving Credit Note (collectively, “Participations”) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a “Participant”); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Lender’s Pro Rata Share Lender had not granted such Participation, and (ii) such Lender (A) shall retain the sole right and responsibility to enforce the obligations of the Loans Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and also (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Commitment; provided, however, that such Lender’s Pro Rata Share Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Term LoanParticipant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under its Revolving Credit Note; provided, however, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower the Agent (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed) and has delivered to the Agent and the Borrowers a duly completed and executed assignment and assumption agreement in the form attached hereto as EXHIBIT F (as “Assignment and Assumption Agreement”), any such assignment ; (ii) the amount assigned shall be in a minimum aggregate an amount equal to Five Million Dollars $5,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $5,000,0003,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Obligations (without the consent of any Person or any other restriction) orto (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if lessthe applicable agreement between the relevant Lender and such holder so provides, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent (i) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation all of the foregoingrights, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale obligations and benefits of a participation hereunder. Borrower Lender hereunder and (ii) shall be deemed to have granted its consent hold and may exercise the rights of set-off or banker’s lien with respect to any assignment requiring its consent hereunder unless Borrower has expressly objected and all obligations of such holder to the Borrower, in each case as fully as though the Borrowers were directly indebted to such assignment within three (3) Business Days after notice thereofholder. Notwithstanding the foregoing, (x) no consent of Each Borrower or Administrative Agent shall be required for any assignment authorizes each Lender to a Lender or an Affiliate of a Lender (provided that no assignment shall be made provide information concerning such Borrower to any Defaulting prospective purchaser, assignee or participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about such Borrower. Each Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at such Borrower’s cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or its wholly-owned subsidiaries suits against such Lender arising out of or its other Affiliates) and (y) the consent relating to such Lender’s reporting or disclosure of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)information.

Participations and Assignments. (a) Any Each Borrower hereby acknowledges and agrees that any Lender may at any time assign (subject to one or more Persons that extends secured commercial loans the prior written consent of Agent): (a) grant participations in up to forty-nine percent (49%) of its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Lender or to any Participating Lender’s ; provided, however, that: (i) all amounts payable by Borrowers to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participating Lender if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Total Credit Facility, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to (subject to the terms and conditions hereof) make Loans hereunder; and (b) assign, pursuant to a written assignment and acceptance in form and substance satisfactory to Agent (the "Assignment") all or any percent of its Pro Rata Share of the Term LoanLoans, with the prior written consent of Administrative Agentor any right, and, title and interest therein or in and to this Agreement to any financial institution so long as no Event (i) after any such assignment occurs, the Pro Rata Share of Default has occurred and is continuingeach Lender under this Agreement equals at least $5,000,000, Borrower (all of which ii) Agent consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an to such assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such and (iii) Agent receives an assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to from the assigning Lender under such Sections (not reimbursable by or chargeable to the Borrowers) of $3,500. Upon the execution by the assignor and if any assignment is made in violation assignee of the foregoingAssignment, Borrower will not and delivery to Agent of the Assignment for acceptance, the assigning Lender shall, to the extent provided in the Assignment, be required to pay such greater amounts). Any attempted assignment not made in accordance with released from its obligations under this Section 12.15 Agreement and the assignee thereunder shall be treated a party hereto and, to the extent provided in such Assignment have the rights and obligations of a Lender hereunder. All Participations and assignments hereunder shall be of all of the Loans in the same proportion as is the Pro Rata Percentage of all Loans of the Lender making the assignment or granting the Participation. Each Borrower agrees that it will use its best efforts to assist and cooperate with Agent in any manner reasonably requested by Agent to effect the sale of a participation hereunderparticipations in or assignments pursuant to this Section 11.16, including, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower shall be deemed to have granted its consent further agrees that Agent may disclose credit information regarding such Borrower to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower potential participant or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)assignee.

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, -106- which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. Borrower hereby acknowledges ------------------------------ and agrees that a Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share its Maximum Principal Amount of the Loans Loan or of its right, title and also interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank or lending institution ("Participants"); provided, however, that: (i) all amounts payable by Borrower hereunder shall be determined as if such Lender’s Pro Rata Share Bank had not granted such Participation; and (ii) any agreement pursuant to which any Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Term Participant if such modification, amendment or waiver would require approval of all Banks pursuant to Paragraph 9.3 hereof; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign its rights and obligations under the Commitment and the Loan with notice to Borrower and Agent together with the payment to Agent of a $2,500 transfer fee, provided, that in the absence of an Event of Default hereunder no Bank shall assign more than fifty percent (50%) of its rights and obligations hereunder. Any grant of a participation or assignment pursuant to this Paragraph 10.2 shall be pro rata as to the Acquisition Loan and the Revolving Loan, with . Borrower may not assign or otherwise its rights or obligation under this Agreement without the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Banks.

Participations and Assignments. (a) Any Each Borrower, each Subsidiary and each other Credit Party acknowledges and agrees that Lender may at any time and from time to time sell participating interests in its rights hereunder and under the other Loan Documents in respect of one or more Loans to any one or more Persons (each, a “Participant”). Each Participant may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Loans or other Obligations payable hereunder held by it as fully as if such Participant were the direct holder thereof. In addition to the sale by Lender of participating interests, as provided hereinabove, each Borrower, each Subsidiary and each other Credit Party further acknowledges and agrees that Lender may sell, assign or transfer all or any part of its rights under this Agreement and the other Loan Documents to one or more Persons and one or more Persons may commit to make Loans or other financial accommodations hereunder as Lender’s assignee (each, a “Purchasing Lender”). Each Borrower, each Subsidiary and each other Credit Party hereby consents to the addition of such Purchasing Lender and the transfer of all or a portion of the rights, duties and obligations of Lender under this Agreement and the other Loan Documents in connection therewith and acknowledges and agrees that extends secured commercial loans from and after the time on which such assignment is made, and to the extent thereof, each Borrower, each Subsidiary and each other Credit Party shall attorn directly to such Purchasing Lender, and Lender shall have no further duty or obligations to any Borrower, Subsidiary and other Credit Party in respect hereof or of any assigned Loan Document to the extent of such assignment. Each Borrower, each Subsidiary and each other Credit Party agrees to execute and deliver to Lender (or its ordinary course of business designee) or such Purchasing Lender, as the case may be, such further documents and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting do such further acts and things as Lender or its wholly-owned subsidiaries Purchasing Lender may request in order to effectuate the foregoing. Each Borrower, Subsidiary and other Credit Party authorizes Lender to disclose to any Participant or its Purchasing Lender and any prospective Participant or Purchasing Lender any and all financial information in Lender’s possession concerning Borrowers, Subsidiaries and other Affiliates) (Credit Parties that has been delivered to Lender by or on behalf of any such PersonBorrower, an “Assignee”) Subsidiary or other Credit Party pursuant to this Agreement or any other Loan Document or otherwise generated in connection with Lender’s credit evaluation of Borrowers, Subsidiaries and other Credit Parties, and ongoing loan administration pursuant hereto. Nothing contained herein, however, shall limit in any way the right of Lender to assign all or any a portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share owing to it from time to time to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Term Loan, with the prior written consent Board of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation Governors of the foregoing, Borrower will not be required to pay Federal Reserve System and any Operating Circular issued by such greater amounts). Any attempted assignment not made Federal Reserve Bank in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)regard thereto.

Participations and Assignments. (a) Participations. Any Committed Lender may at any time assign sell to one or more Persons commercial banking institutions ("Participants") participating interests in any Borrowing owing to such Committed Lender, any Commitment of such Committed Lender or any other interest of such Committed Lender hereunder, provided that extends secured commercial loans no Committed Lender may sell any participating interests in any such Borrowing, Commitment or other interest hereunder without also selling to such Participant the appropriate pro rata share of all its ordinary course Borrowings, Commitments and other interests hereunder, and provided further that no Committed Lender shall transfer, grant or assign any participation under which the Participant shall have rights to vote upon or to consent to any matter to be decided by the Committed Lenders or the Instructing Group hereunder or under any other Operative Document or to approve any amendment to or waiver of business and has assets this Agreement or capital of at least $100,000,000 (any other than Operative Document except to the extent such amendment or waiver would (i) a natural person or increase the amount of such Committed Lender's Commitment and such increase would affect such Participant, (ii) reduce the principal of, or interest on, any Defaulting of such Committed Lender's Loans, or any fees or other amounts payable to such Committed Lender hereunder and such reduction would affect such Participant, (iii) postpone any date fixed for any scheduled payment of principal of, or its wholly-owned subsidiaries interest on, any of such Committed Lender's Loans, or its any fees or other Affiliatesamounts payable to such Committed Lender hereunder and such postponement would affect such Participant, (iv) release any Collateral for any Obligation, except as otherwise specifically provided in any Credit Document or (v) extend the Liquidity Termination Date with respect to such Participant. In the event of any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment sale by a Committed Lender of participating interests to another Lender or an Affiliate of a Participant, such Committed Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount 's obligations under Sections 3.1 or 3.3 this Agreement to the Assignee than Borrower is then obligated other parties to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 Agreement shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).remain unchanged,

Participations and Assignments. (a) Any Borrower hereby acknowledges and agrees that a Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a)grant participations in its ordinary course share of business the Loans or any Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other Person which has assets or capital the requisite sophistication to evaluate the merits and risks of at least $100,000,000 investments in Participations (other than "Participants"); provided, however, that: (i) a natural person or i)all amounts payable by Borrower hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any Defaulting agreement pursuant to which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant and (C) shall not relieve such Lender from its wholly-owned subsidiaries or its other Affiliates) obligations, which shall remain absolute, to make Advances as provided hereunder; and (any such Person, an “Assignee”b)assign (i) all or any portion percent of such Lender’s Pro Rata Share its share of the Loans or any Note or right, title and also such interest therein or in and to this Agreement, to (x)a Lender’s Pro Rata Share ; (y)any Affiliate of a Lender; or (z)any Federal Reserve Bank; or (ii)all or any part of its share of the Term LoanLoans or any Note or right, with title and interest therein or in and to this Agreement to a third party; provided, however, that in the absence of an Event of Default or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingBorrowers, which consent shall not be unreasonably withheld, conditioned or delayed), . Any participations and any such assignment assignments pursuant to subparagraph (b) shall be in a minimum an amount not less than Five Million dollars ($5,000,000) and, shall not result in the aggregate amount equal to Maximum Principal Amount of the assigning Lender being less than Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lenderunless it is reduced to zero (0). Borrower and Administrative Agent Any assignment pursuant to subparagraph (b) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed require payment by the applicable parties thereto and Lender to Agent of a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts)3,500 transfer fee. Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed pursuant to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three subparagraph (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayedb) shall be required for any assignment that increases in the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).form attached hereto as Exhibit H.

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Affiliate Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in -116- connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (aThis Agreement shall bind and inure to the benefit of each signatory, its successors and assigns; provided, however that, Borrowers shall not have the right to assign or delegate their obligations and duties under this Agreement or any other Credit Documents or any interest therein except with the prior written consent of Agent and Lenders. Notwithstanding Section 10.7(c) Any of this Agreement, nothing herein shall restrict, prevent or prohibit any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than from (i) pledging its Loans hereunder to a natural person Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank or (ii) any Defaulting Lender granting assignments or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of participations in such Lender’s Pro Rata Share Loans hereunder to its parent and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for the Loans and also account of, any of its branch offices or the office of an affiliate of such Lender’s Pro Rata Share of Lender except to the Term Loanextent such transfer would result in increased costs to Borrower. Each Lender may, with the prior written consent of Administrative Agent, and, so long as Agent and (if no Default or Event of Default has occurred is outstanding) with the consent of Borrowers, assign to one or more banks or other financial institutions all or a portion of its rights and is continuingobligations under this Agreement and the Notes. In connection with each assignment: (i) the parties thereto shall execute and deliver to Agent, Borrower for its acceptance (all if properly completed and executed in accordance with the terms hereof) and recording in its books and records, an Assignment and Acceptance, together with any 116549.01103/127129470v.6 Note or Notes subject to such assignment and a processing and recordation fee of which consents shall not Three Thousand Five Hundred Dollars ($3,500) to be unreasonably withheldpaid by the assignee, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as ii) no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five for less than Twenty Million Dollars ($5,000,00020,000,000) or, if less, the entire remaining Loan Commitment of such Lender, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of both the Commitment of such Lender and all Loans of such Lender. Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (“Acceptance Date”), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 10.1 of this Agreement which will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Within two (2) Business Days after demand by Agent, Borrowers shall execute and deliver to Agent in exchange for any surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to Borrowers) a new Note or Notes to the order of the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. Each Lender may, with the prior written consent of Agent, but without the consent of any other Lender or Borrowers, sell participations to one or more parties (a “Participant”) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided that if such Lender obtains the assigning consents required under this clause (e) then (i) such Lender. Borrower ’s obligations under this Agreement (including, without limitation, its Commitment to Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) Borrowers, Agent, and Administrative Agent the other Lenders shall be entitled to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) such Lender shall not transfer, grant, assign or sell any participation under which the interests so assigned to an Assignee until Administrative Agent Participant shall have received rights to approve any amendment or waiver of this Agreement. Each Lender agrees that, without the prior written consent of Borrowers and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executedAgent, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if it will not make any assignment is made or sell a participation hereunder in violation any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Advance, Note or other Obligation under the securities laws of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale United States of a participation hereunder. Borrower shall be deemed to have granted its consent to America or of any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)jurisdiction.

Participations and Assignments. (a) Any Subject to subparagraph (b) below, each Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than time: (i) grant participations of its Pro Rata Percentage of Loans or in and to its interests under this Agreement (collectively, "Participations") to any other lending office of such Lender or to any other bank, lending institution or the Federal Reserve Bank ("Participants"); provided however that: all amounts payable by the Borrower to such Lender hereunder and voting rights of such Lender hereunder shall be determined as if such Lender had not granted such Participation (a natural person change in voting rights requiring written consent of all Lenders); and any agreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the approval of its Participant regarding any amendment, modification or waiver of any provision set forth in Section 9.15(b); and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, to make Advances or issue Letters of Credit hereunder; and (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) assign all or any portion of such Lender’s its Pro Rata Share Percentage of the Loans and also such its right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender’s Pro Rata Share of the Term Loan, or to any other bank or financial institution, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, the Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and provided that the Borrower’s consent shall not be required for after the occurrence and during the continuance of an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred Default; and is continuingprovided further that each Lender’s Revolving Credit Pro Rata Share shall be at least $5,000,000.00. Notwithstanding anything to the contrary contained herein, Borrower otherwise consents in writingeach Lender may at any time collaterally assign all or any portion of its rights under this Agreement and its Revolving Credit Notes to any Federal Reserve Bank to secure overnight deposits, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that no such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, release the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such assignor Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation from its obligations hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (a) Any Borrower and each Lender hereby acknowledge and agree that any Lender may at any time assign time: (a) grant Participations in up to one forty-nine (49%) percent of such Lender's Pro Rata Share to any other lending office of such Lender or more Persons that extends secured commercial loans to any other bank, lending institution or other entity which the granting Lender reasonably determines has the requisite sophistication to evaluate the merits and risks of investments in its ordinary course of business and has assets or capital of at least $100,000,000 (other than Participations; provided, however, that: (i) all amounts payable by Borrower to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a natural person Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the Line Amount, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign, pursuant to an Assignment and Acceptance (i) all or any percent of its Pro Rata Share or any right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender; or (ii) any Defaulting Lender or up to forty-nine (49%) percent of its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loanany right, title and interest therein and in and to this Agreement to a third party, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned in the case of clause (b)(i) or delayed), any such assignment shall be in (ii) together with the payment to Administrative Agent of a minimum aggregate amount equal to Two Thousand Five Million Dollars Hundred ($5,000,0002,500.00) or, if less, Dollar transfer fee. Upon the remaining Loan held execution by the assigning Lender. Borrower assignor and assignee of the Assignment, and delivery to Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with of the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executedfor acceptance, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender shall, to the extent provided in the Assignment, be released from its obligations under such Sections (this Agreement and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 assignee thereunder shall be treated as a party hereto and, to the sale of a participation hereunder. Borrower shall be deemed to extent provided in such Assignment have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate rights and obligations of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)hereunder.

Participations and Assignments. (a) Any Lender The Borrowers hereby acknowledge and agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loantime, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld) of the Borrowers and the Administrative Agent and the Appraisal Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, conditioned title and interest therein or delayedin or to this Agreement (collectively, "PARTICIPATIONS") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("PARTICIPANTS"); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrowers of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Administrative Agent and the Appraisal Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrowers), any the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such assignment Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An Assignment Fee of $3,500 shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held paid by the assigning Lender. Borrower and Bank to the Administrative Agent shall be entitled upon consummation of any assignment, including an assignment from one Bank to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000)anothe Bank. No assignment may assignments will be made to any Person if permitted by a Bank at the a time when such Bank is in default of such assignment Borrower would be obligated to pay any greater amount its obligations under Sections 3.1 or 3.3 this Agreement. Notwithstanding anything to the Assignee than Borrower is then obligated contrary in this Section 11.4, the Borrowers shall not have the right to pay to the assigning Lender under such Sections (and if approve any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of or Participation by a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to Bank if a Lender Potential Default or an Affiliate Event of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not Default then outstanding)exists.

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliatessubsidiaries) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term LoanLoans, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliatessubsidiaries) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (a) Any Lender Lenders may at any time assign grant to one or more Persons that extends secured commercial loans banks or other institutions (each a "Participant") participating interests in its ordinary course Commitments and/or any or all of business and has assets or capital its Loans. In the event of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or grant by any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (andparticipating interest to a Participant, so long as no Event whether or not upon notice to the Borrower, such Lender shall remain responsible for the performance of Default has occurred its obligations hereunder, and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the interests so assigned sole right and responsibility to enforce the obligations of Borrower under this Agreement and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that Lender will not agree to any modification, amendment or waiver of this Agreement requiring the consent of all Lenders under Section 11.03 without the consent of the Participant. Lenders may at any time assign to one or more banks or other institutions (each an "Assignee"), all or a portion of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee until Administrative Agent and Lender. Each such Assignee which is organized under the Laws of any jurisdiction other than the United States of America must comply with the requirement to deliver a Form 4224 as required under Section 9.01. Upon execution and delivery of such Assignment and Assumption Agreement by such Assignee to such Lender of an amount equal to the purchase price agreed between Lender and such Assignee, such Assignee shall be a "Lender" and shall have received all the rights and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate obligations of a Lender (provided that no assignment with a Commitment as set forth in such Assignment and Assumption Agreement, and Lender shall be made released from its obligations hereunder to a corresponding extent, and no further consent or action by any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) party shall be required for required. Upon the consummation of any assignment that increases pursuant to this paragraph, a new Note shall be issued in exchange for the obligation of the assignee existing Note, all as provided in this Agreement. Borrower agrees to participate provide all assistance reasonably requested by any Lender to enable such Lender either to sell participations in exposure or to make assignments permitted under one or more Letters of Credit (whether or not then outstanding)this Section.

Participations and Assignments. (a) Any Each Borrower hereby acknowledges and agrees that any Lender may at any time assign subject to one or more Persons that extends secured commercial loans the prior written consent of Majority Lenders: (a) grant participations in up to forty-nine percent (49%) of its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Lender or to any Participating Lender’s ; provided, however, that: (i) all amounts payable by Borrowers to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participating Lender if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Total Revolving Credit Facility, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to (subject to the terms and conditions hereof) make Loans hereunder; and (b) assign, pursuant to a written assignment and acceptance in form and substance satisfactory to Agent (the "Assignment") all or any percent of its Pro Rata Share of the Term LoanLoans, with the prior written consent of Administrative Agentor any right, and, title and interest therein or in and to this Agreement to any financial institution so long as (i) after any such assignment occurs, the Pro Rata Share of each Lender under this Agreement equals at least Five Million Dollars ($5,000,000.00), (ii) Agent and (if no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an outstanding) Borrowers consent to such assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned withheld or delayed), any such and (iii) Agent receives an assignment shall be in a minimum aggregate amount equal fee from the assigning Lender (not reimbursable by or chargeable to Borrowers) of Three Hundred Five Million Hundred Dollars ($5,000,000) or, if less, 3,500.00). Upon the remaining Loan held execution by the assigning Lender. Borrower assignor and Administrative assignee of the Assignment, and delivery to Agent shall be entitled to continue to deal solely and directly with such Lender in connection with of the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executedfor acceptance, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender shall, to the extent provided in the Assignment, be released from its obligations under this Agreement and the assignee thereunder shall be a party hereto and, to the extent provided in such Sections (Assignment have the rights and if any assignment is made in violation obligations of a Lender hereunder. All Participations and assignments hereunder shall be of all of the foregoing, Loans in the same proportion as is the Pro Rata Percentage of all Loans of the Lender making the assignment or granting the Participation. Each Borrower agrees that it will not be required use its best efforts to pay such greater amounts). Any attempted assignment not made assist and cooperate with Agent in accordance with this Section 12.15 shall be treated as any manner reasonably requested by Agent to effect the sale of a participation hereunderparticipations in or assignments pursuant to this Section 11.16, including, without limitation, assisting in the preparation of appropriate disclosure documents. Each Borrower shall be deemed to have granted its consent further agrees that Agent may disclose credit information regarding such Borrower to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereofpotential participant or assignee. Notwithstanding anything to the foregoingcontrary contained in this Agreement, each Lender shall have the right, without the consent of Borrowers or Agent, to (x) no consent assign as security all or part of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made its rights under this Agreement and/or in the Loans to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) Federal Reserve Bank and (y) assign all or any part of its rights and obligations under this Agreement and/or in the consent Loans to any of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)its Affiliates.

Participations and Assignments. (a) Any Subject to subparagraph (b) below, each Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than time: (i) grant participations of its Pro Rata Percentage of Loans or in and to its interests under this Agreement (collectively, "Participations") to any other lending office of such Lender or to any other bank, lending institution or the Federal Reserve Bank ("Participants"); provided however that: all amounts payable by the Borrower to such Lender hereunder and voting rights of such Lender hereunder shall be determined as if such Lender had not granted such Participation (a natural person change in voting rights requiring written consent of all Lenders); and any agreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the approval of its Participant regarding any amendment, modification or waiver of any provision set forth in Section 9.15(b); and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, to make Advances hereunder; and (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) assign all or any portion of such Lender’s its Pro Rata Share Percentage of the Loans and also such its right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender’s Pro Rata Share of the Term Loan, or to any other bank or financial institution, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and provided that Borrower's consent shall not be required for after the occurrence and during the continuance of an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred Default; and is continuingprovided further that each Lender's Revolving Credit Pro Rata Share shall be at least $5,000,000. Notwithstanding anything to the contrary contained herein, Borrower otherwise consents in writingeach Lender may at any time collaterally assign all or any portion of its rights under this Agreement and its Revolving Credit Notes to any Federal Reserve Bank to secure overnight deposits, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that no such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, release the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such assignor Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation from its obligations hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

Participations and Assignments. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliatessubsidiaries) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C B hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstandingsubsidiaries).

Participations and Assignments. (a) Any Lender The Borrowers hereby acknowledge and agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loantime, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld) of the Borrowers and the Administrative Agent and the Appraisal Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, conditioned title and interest therein or delayedin or to this Agreement (collectively, "Participations") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrowers of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Administrative Agent and the Appraisal Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrowers), any the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $3,500 shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held paid by the assigning Lender. Borrower and Bank to the Administrative Agent shall be entitled upon consummation of any assignment, including an assignment from one Bank to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000)another Bank. No assignment may assignments will be made to any Person if permitted by a Bank at the a time when such Bank is in default of such assignment Borrower would be obligated to pay any greater amount its obligations under Sections 3.1 or 3.3 this Agreement. Notwithstanding anything to the Assignee than Borrower is then obligated contrary in this Section 11.4, the Borrowers shall not have the right to pay to the assigning Lender under such Sections (and if approve any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of or Participation by a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to Bank if a Lender Potential Default or an Affiliate Event of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not Default then outstanding)exists.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that a Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant Participations in its ordinary course right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of business and has assets or capital of at least $100,000,000 investments in Participations (other than collectively, "Participants"); provided, however, that: (i) a natural person or all amounts payable by Borrowers hereunder shall be determined as if such Bank had not granted such Participation; and (ii) any Defaulting Lender agreement pursuant to which any Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or its wholly-owned subsidiaries waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or its other Affiliates) (any such Person, an “Assignee”) all or any portion waiver of such Lender’s Pro Rata Share this Agreement without the consent of the Loans Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loan or postpone the date fixed for any payment of principal of or interest on the Loan or release the guaranty provided for herein; and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents z) shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingrelieve such Bank from its obligations, which consent shall not be unreasonably withheldremain absolute, conditioned to make Advances hereunder and (b) assign its right, title and interest therein or delayed), any such assignment shall be in a minimum and to this Agreement in an aggregate amount equal to of at least the lesser of (i) Five Million Dollars ($5,000,000) oror (ii) its remaining interest in the Loan, if lessto a third party with the prior written consent of the Agent and in the absence of a Default or an Event of Default, the remaining Loan held by Company, which consent of the assigning Lender. Borrower Company shall not be unreasonably withheld (provided, however, that a Bank may assign up to one hundred percent (100%) of its interests and Administrative Agent consent shall not be entitled to continue to deal solely and directly with such Lender required in connection with the interests so assigned (i) an assignment from a Bank to an Assignee until Administrative its affiliate or another Bank or (ii) a pledge by a Bank to its Federal Reserve Bank) and upon payment to Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding transfer fee in the foregoing, (x) no consent amount of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$3,500.

Participations and Assignments. (a) Any Lender Xxxxxx hereby acknowledges and agrees that any Bank may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loantime, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower Xxxxxx (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld): (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note or of its right, conditioned title and interest therein or delayedin or to this Agreement (collectively, "PARTICIPATIONS") to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("PARTICIPANTS"); provided, any such assignment however, that: (i) all amounts payable by Xxxxxx hereunder shall be in determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a minimum aggregate amount equal Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to Five Million Dollars ($5,000,000) orenforce the obligations of Xxxxxx hereunder including, if lesswithout limitation, the remaining right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan held or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assigning Lender. Borrower assignee to Xxxxxx of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Administrative Agent Loans specified in such instrument, and upon consent thereto by Xxxxxx, to the extent required above, the assignee shall be entitled have, to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time extent of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made unless otherwise provided in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) with the consent of each Issuing Lender the Xxxxxx), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such consent not Bank shall, to the extent of such assignment, be unreasonably withheld released from the Commitment (or delayedportion(s) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)thereof) so assigned.

Participations and Assignments. (a) Any Borrowers hereby acknowledge and agree that a Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a) grant participations in its ordinary course Loan or any Note or of business its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other Person which (x) in the absence of an Event of Default hereunder, is not a Person in a Permitted Line of Business and (y) has assets or capital the requisite sophistication to evaluate the merits and risks of at least $100,000,000 investments in Participations (other than "Participants"); provided, however, that: (i) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a natural person Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 9.3 hereof without the consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign (i) all or any percent of its Loan or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate of a Lender; or (z) any Federal Reserve Bank; or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion part of its Loan or any Note or right, title and interest therein or in and to this Agreement to a third party; provided, however, that in the absence of an Event of Default or Default hereunder, (x) any participations granted pursuant to (a) above and assignments pursuant to (b)(ii) above shall not exceed forty-nine percent (49%) of such Lender’s Pro Rata Share of 's initial interest in the Loans Loan and also such Lender’s Pro Rata Share of the Term Loan, with its Note hereunder and (y) no assignment pursuant to (b)(ii) above shall be made without the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingBorrowers, which consent shall not be unreasonably withheld, conditioned or delayed), . Any participations pursuant to subparagraph (a) and any such assignment assignments pursuant to subparagraph (b) shall be in a minimum aggregate an amount equal to not less than Five Million Dollars ($5,000,000). Any assignment pursuant to subparagraph (b) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed require payment by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made Lender to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale Agent of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)$2,500 transfer fee.

Participations and Assignments. (a) Any Lender No Bank may at any time participate, sell, transfer or assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans its rights and also such Lender’s Pro Rata Share of the Term Loan, with obligations under this Agreement without the prior written consent of Administrative the Borrower and the Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned provided that the Borrower's prior written consent shall not be required (a) for participations, sales, transfers or delayed), assignments by any Bank to an Affiliate of such Bank or (b) following the occurrence and during the continuation of any Default and provided further that any such participation, sale, transfer or assignment shall be in an amount not less than $5,000,000.00, except that any Bank may sell a minimum aggregate amount equal participation interest in its Advances to Five Million Dollars ($5,000,000) or, if lessany Person so long as the Bank continues to be the sole financial institution sending billing or other notices to the Borrower and entitled to receipt of notices hereunder from the Borrower, the remaining Agent or any of the Banks, or calling upon the Borrower, the Agent or any of the Banks to discuss this Agreement, the Commitments or any Advance. A Person purchasing such a participation shall have all rights of a Bank pursuant to this Agreement (except as set forth in the immediately preceding sentence and except with respect to Section 9.04) and a Bank may provide such participant with credit information received by such Bank from the Borrower or from Agent or which is otherwise publicly available. The Borrower agrees that any participant permitted or consented to under this Section 10.04 shall at any time during the pendency of an Event of Default have the right to set off obligations owed to such participant and not paid when due against any accounts or other assets of the Borrower held by, on deposit with or in the possession of such participant. In connection with any assignment of a Bank's interest under this Agreement which is not a participation interest, or which would require any modification to the Loan held by Documents, the assigning Lender. Borrower and Administrative Agent shall will be entitled to continue to deal solely and directly with such Lender receive an administrative fee of $3,500.00 from the assigning Bank in connection with the interests so assigned to an Assignee until Administrative Agent shall have received such assignment, and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if Bank or its assignee will be responsible for any assignment is made in violation additional costs, including reasonable attorneys fees associated with any modification of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Loan Documents.

Participations and Assignments. Borrowers hereby acknowledge and agree that the Bank may at any time: (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans grant participations in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of its Revolving Loan Commitment, any Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by the Borrowers hereunder shall be determined as if the Bank had not granted such Lender’s Pro Rata Share Participation; and (ii) any agreement pursuant to which the Bank may grant a Participation (x) shall provide that the Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that the Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on the Loan or postpone the date fixed for and payment of principal of or interest on the Loan; and (z) shall not relieve the Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) the Bank may assign any of its Loans and also such Lender’s Pro Rata Share of the Term Loan, its Revolving Loan Commitment (but only with the prior written consent of Administrative AgentBorrowers, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents consent shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any provided that: each such assignment shall be in a minimum aggregate an amount equal of at least $1,000,000 (unless, after giving effect to Five Million Dollars ($5,000,000) or, if lesssuch assignment and all other such assignments by the Bank occurring simultaneously or substantially simultaneously therewith, the remaining Bank shall hold no Revolving Loan held Commitment or Loan hereunder); and (ii) each such assignment by the assigning Lender. Borrower and Administrative Agent Bank of its Loans, or Revolving Loan Commitment shall be entitled to continue to deal solely made in such manner so that the same portion of its Loans, Note and directly with such Lender in connection with the interests so Revolving Loan Commitment is assigned to an Assignee until Administrative Agent shall have received the respective assignee. Upon execution and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed delivery by the applicable parties assignee to the Borrowers and the Bank of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already the Bank) having the Commitment(s) and Loans specified in such instrument, and upon consent thereto by the Borrowers and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made the Bank, to any Person if at the time extent required above, the assignee shall have, to the extent of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made unless otherwise provided in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) with the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation Borrowers and the Bank), the obligations, rights and benefits of the assignee Bank hereunder holding the Revolving Loan Commitment(s) and Loans (or portions thereof) assigned to participate it (in exposure under one addition to the Revolving Loan Commitment(s) and Loans, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the Commitment(s) (or more Letters of Credit (whether or not then outstanding)portion(s) thereof) so assigned.

Participations and Assignments. (a) Any Borrowers hereby acknowledge and agree that a Lender may at any time assign to one or more Persons that extends secured commercial loans time: (a) grant participations in its ordinary course Loan or any Note or of business its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other Person which (x) in the absence of an Event of Default hereunder, is not a Person in a Permitted Line of Business and (y) has assets or capital the requisite sophistication to evaluate the merits and risks of at least $100,000,000 investments in Participations (other than "Participants"); provided, however, that: (i) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a natural person Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 9.3 hereof without the consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign (i) all or any percent of its Loan or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate of a Lender; or (z) any Federal Reserve Bank; or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion part of such Lender’s Pro Rata Share its Loan or any Note or right, title and interest therein or in and to this Agreement to a third party; provided, however, that in the absence of the Loans and also such Lender’s Pro Rata Share an Event of the Term Loan, with Default or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred the Agent and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writingBorrowers, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment . Any assignments pursuant to subparagraph (b) shall be in an amount not less than and shall not result in the Maximum Principal Amount of the assigning Lender, if such assigning Lender remains as a minimum aggregate amount equal to Lender hereunder, being less than Five Million Dollars ($5,000,000) or, if less, the remaining Loan held ); and any such assignment must be accompanied by a pro rata assignment of the assigning Lender's participation as a Lease Financing Lender and as a Holder under the Lease Financing Facility. Borrower and Administrative Agent Any assignment pursuant to subparagraph (b) shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed require payment by the applicable parties thereto and Lender to Agent of a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts)3,500 transfer fee. Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed pursuant to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three subparagraph (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayedb) shall be required for any assignment that increases in the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).form attached hereto as Exhibit K.