Common use of Participations and Assignments Clause in Contracts

Participations and Assignments. Borrowers hereby acknowledge and ------------------------------ agree that Bank may at any time: (a) grant participations in all or any portion the Commitment or the Loan or the 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 Borrowers hereunder shall be determined as if Bank had not granted such Participation; and (ii) any agreement pursuant to which Bank may grant a Participation: (x) shall provide that 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 waiver of any provisions of this Agreement; (y) such participation agreement may provide that 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 Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign all or any portion of its rights under the Loan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of Bank.

Participations and Assignments. Borrowers Each Borrower hereby acknowledge acknowledges and ------------------------------ agree ------------------------------------- agrees that any Bank may at any time: (a) grant participations in all or any portion the Commitment or the Loan or the 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 of such Bank or, with the consent of the Borrowers (not to be unreasonably withheld), 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; 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 the any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or increase the Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunderAggregate Loan Commitment; and (b) assign all or any portion of its rights obligations under this Agreement and the Loan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of BankLoan Documents.

Participations and Assignments. Borrowers CLC hereby acknowledge acknowledges and ------------------------------ agree agrees that Bank CoreStates may at any time: (a) grant participations in all or any portion the Commitment or the Loan or of the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of 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 Borrowers CLC hereunder shall be determined as if Bank CoreStates had not granted such Participation; and (ii) any agreement pursuant to which Bank CoreStates may grant a Participation: (x) shall provide that Bank CoreStates shall retain the sole right and responsibility to enforce the obligations of Borrowers CLC 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 Bank 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 the any Loan or postpone the date fixed for any payment of principal of or interest on the any Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) CoreStates may assign all or any portion of its rights obligations under this Agreement and the LoanLoan Documents, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation provided it shall retain at least $10,000,000 of law, without the express written consent of BankLoan Commitment and shall serve as agent for all assignees.

Participations and Assignments. Borrowers The H▇▇▇ Companies hereby acknowledge and ------------------------------ agree that Bank CoreStates may at any time: time with the consent of the H▇▇▇ Group, Inc. (which consent shall not be unreasonably withheld): (a) grant participations in all or any portion the Commitment or the Loan or of the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of 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 Borrowers the H▇▇▇ Companies hereunder shall be determined as if Bank CoreStates had not granted such Participation; and (ii) any agreement pursuant to which Bank CoreStates may grant a Participation: (x) shall provide that Bank CoreStates shall retain the sole right and responsibility to enforce the obligations of Borrowers the H▇▇▇ Companies 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 Bank 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 the any Loan or postpone the date fixed for any payment of principal of or interest on the any Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign all or any portion of its rights obligations under this Agreement and the LoanLoan Documents, including an assignment to a Federal Reserve Bankprovided it shall retain at least $15,000,000 of the Loan Commitment and shall serve as agent for all assignees. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of Bank.Credit Agreement -32- November 1997

Participations and Assignments. Borrowers hereby acknowledge and ------------------------------ agree that Bank may at any time: (a) grant participations in all or any portion the Commitment or the Loan or the 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 Borrowers hereunder shall be determined as if Bank had not granted such Participation; and (ii) any agreement pursuant to which Bank may grant a Participation: (x) shall provide that 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 waiver of any provisions of this Agreement; (y) such participation agreement may provide that 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 Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign all or any portion of its rights under the Loan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of Bank.

Participations and Assignments. Borrowers Each Borrower hereby acknowledge acknowledges and ------------------------------ agree agrees that any Bank may at any time: (a) grant participations in all or any portion the Commitment or the Loan or the 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 of such Bank or, with the consent of the Borrowers (not to be unreasonably withheld), 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; 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 the any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or increase the Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunderAggregate Loan Commitment; and (b) assign all or any portion of its rights obligations under this Agreement and the Loan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of BankLoan Documents.