Common use of Assignments and Participations in Loans and Notes Clause in Contracts

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankGSC) may from time to time assign, subject to the terms of a Lender Addition an Assignment and Acceptance Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender (excluding GSC) shall first obtain the written -------- consent of each of Administrative Agent GSC and, if no unless a Default or Event of Default shall have occurred and be continuing, Borrower, which consents consent shall not be unreasonably withheld or delayed; and (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender (excluding GSC) shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 3,500. The approval of GSC and the administrative fee referred to in connection with clause (b) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned as it would if it were an initial Lender hereunder. Borrower hereby acknowledges and agrees that any assignment will give rise to it pursuant to such Lender Addition Agreement, shall have the rights and obligations a direct obligation of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. ." Each Lender (including Administrative AgentGSC) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment the Term Loans to one or more Persons; another Person, provided that (a) such Lender (excluding GSC) shall first obtain the prior written consent -------- of Administrative AgentGSC, which consent shall not be unreasonably withheld; and provided(b) any such participation shall be in a minimum amount of [$,000,000]. Notwithstanding any such sale by a Lender of participating interests to a participant, further, that such Lender's rights and obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement (except as expressly provided below), and Borrower and Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts . Borrower agrees that if any Obligations are due and unpaid, or shall have been declared or shall have become due and payable by Borrower hereunder upon the occurrence and during the continuance of an Event of Default, each participant shall be determined deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note, provided that Lender had not sold such participation; right of setoff shall be subject to the obligations of such participant to share with the Lenders, and the holder Lenders agree to share with such participant, as provided in Section 8.4. Borrower also agrees that each participant shall be entitled to the benefits of any subsections 1.8 and 1.9, such participation benefits being a direct obligation of Borrower to each Participant. Notwithstanding the foregoing, a participant shall not be entitled to require receive any greater payment under such sections than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant. Each Lender agrees that any agreement between such Lender and any such participant in respect of such participating interest shall not restrict such Lender's right to take agree to any amendment, supplement, waiver or omit modification to take this Agreement or any action hereunder other Loan Document, except action directly affecting where the result of any of the foregoing would be to (i) any reduction, modification or forgiveness in reduce the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any extension increase the aggregate principal amount of the Expiration Date, or any change of any date fixed for any payment of any of the ObligationsLoans; and (iii) change the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (iv) release all or substantially all of the Collateral (except if the sale, disposition or release of such Collateral is permitted under subsection 3.7 or 8.2 or any other Loan Document); (v) amend or waive this subsection 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this subsection 8.1; (vi) consent to the assignment, delegation or other transfer by Borrower any Loan Party of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to ; (vii) change the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered form in which interest is required to be a "Lender." paid; and (viii) increase any advance rate set forth in the Borrowing Base Certificate. Except as otherwise provided in this Subsection 8.1, subsection 8.1 no Lender shall, as between Borrower and such that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection subsection 9.13. Nothing in this Agreement shall be construed Borrower agrees that it will use commercially reasonable efforts to prohibit assist and cooperate with Agent and any Lender from pledging in any manner reasonably requested by Agent or assigning all such Lender to effect the initial syndication of the Obligations, including without limitation assistance in the preparation of appropriate disclosure documents or placement memoranda. Agent shall provide Borrower with written notice of the name and address of any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a new Lender from any of -------- its obligations hereunderafter the date hereof. Notwithstanding anything contained in this Agreement to the contrary, so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) that, unless the assignment is to an Affiliate of the assigning Lender or to another Lender, such Lender shall first obtain the written -------- consent (not to be unreasonably withheld, conditioned or delayed) of each of Administrative Agent Agent, and, if provided no Default or Event of Default shall have has occurred and be which is then continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Commitments (and Loans) being assigned must include all types of Commitments and Loans and equal Pro Rata Share Shares of a Loan each type of Commitment and Loans; (c) the principal amount of the Commitments and Loans being assigned shall in no event be less than the lesser of (i) Five Million Dollars ($5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person5,000,000) and (ii) the entire amount of the such Lender's Pro Rata Share Shares of such Loan Commitment of the assigning LenderCommitments and Loans; (d) any assignee that is a foreign bank shall have complied with Section 1.7(A) hereof; and (ce) upon the consummation of each such assignment assignment, the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of Three Thousand Five Hundred Dollars ($2,000; provided, that 3,500) and any expenses reasonably incurred by Agent (or its legal counsel) in connection with giving effect to such assignment. The administrative fee referred to in clause (e) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate Affiliate of such Lender written consent Lender. Upon the valid effectuation of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be become a party hereto andLender and shall have, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender Pro Rata Share of the assigning Lender's NoteCommitments and Loans, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be or portion thereof, validly assigned. Each Lender (including Administrative AgentWachovia) may also sell participations in all or any part of its Pro Rata Share of each Loan Commitment Commitments and Loans to one or more Persons; another Person, provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lenderhereunder." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankXxxxxx) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided PROVIDED that (a) such Lender (excluding Xxxxxx) shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, BorrowerAgent, which consents consent shall not be unreasonably withheld or delayedwithheld; (b) the Pro Rata Share of a the Revolving Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 5,000. The administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this SUBSECTION 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment or assigned portion thereof. Borrower hereby acknowledges and (B) the assigning Lender shall, agrees that any assignment will give rise to a direct obligation of Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative AgentXxxxxx) may sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment to one or more Persons; provided another Person, PROVIDED that (a) such Lender (excluding Xxxxxx) shall first obtain the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and provided(b) any such participation shall be in a minimum amount of $5,000,000 and PROVIDED, furtherFURTHER, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any extension of the Expiration Date, Expiry Date or any change of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iii) any change of the aggregate unpaid principal amount of the Loans; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale or disposition of such Collateral is permitted under SUBSECTION 8.2 or any other section hereof or any other Loan Document); and (iiivi) any amendment or waiver of this SUBSECTION 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this SUBSECTION 8.1; (vii) any consent to the assignment, delegation or other transfer by Borrower any Loan Party of any of its rights and obligations under any Loan Document; and (viii) any change in the form in which interest is required to be paid. Borrower hereby acknowledges and agrees that any participation will not give rise to a direct obligation of Borrower to the participant, and except that the participant shall for purposes of Subsections 1.11SUBSECTIONS 1.8, 1.131.9, 1.14, 6.7 8.4 and 9.1 be considered to be a "Lender." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom"; providedPROVIDED, that no participant shall be entitled to receive any greater amount pursuant to such pledge or assignment shall release a subsections than the Lender from any selling such participation would have been entitled to receive in respect of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to such participation had it not sold the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basissame.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankXxxxxx) may from time to time assign, subject to the terms of a Lender Addition an Assignment and Acceptance Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender (excluding Xxxxxx) shall first obtain the written -------- consent of each of Administrative Agent and, if no unless a Default or Event of Default shall have occurred and be continuing, Borrower, which consents consent shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a the Revolving Loan Commitment and Term Loans being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) 2,000,000 and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment and Term Loans of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 3,500. The approval of the Agent and the administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment or assigned portion thereof. Borrower hereby acknowledges and (B) the assigning Lender shall, agrees that any assignment will give rise to a direct obligation of Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. ." Each Lender (including Administrative AgentXxxxxx) may sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment and the Term Loans to one or more Persons; another Person, provided that (a) such Lender (excluding Xxxxxx) shall first obtain the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and provided(b) any such participation shall be in a minimum amount of $2,000,000. Notwithstanding any such sale by a Lender of participating interests to a participant, further, that such Lender's rights and obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement (except as expressly provided below), and Borrower and Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts . Borrower agrees that if any Obligations are due and unpaid, or shall have been declared or shall have become due and payable by Borrower hereunder upon the occurrence and during the continuance of an Event of Default, each participant shall be determined deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note, provided that Lender had not sold such participation; right of setoff shall be subject to the obligations of such participant to share with the Lenders, and the holder Lenders agree to share with such participant, as provided in Section 8.4. Borrower also agrees that each participant shall be entitled to the benefits of any subsections 1.8 and 1.9, such participation benefits being a direct obligation of Borrower to each Participant. Notwithstanding the foregoing, a participant shall not be entitled to require receive any greater payment under such sections than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant. Each Lender agrees that any agreement between such Lender and any such participant in respect of such participating interest shall not restrict such Lender's right to take agree to any amendment, supplement, waiver or omit modification to take this Agreement or any action hereunder other Loan Document, except action directly affecting where the result of any of the foregoing would be to (i) any reduction, modification or forgiveness in reduce the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any extension increase the aggregate principal amount of the Expiration Date, or any change of any date fixed for any payment of any of the ObligationsLoans; and (iii) change the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (iv) release all or substantially all of the Collateral (except if the sale, disposition or release of such Collateral is permitted under subsection 3.7 or 8.2 or any other Loan Document); (v) amend or waive this subsection 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this subsection 8.1; (vi) consent to the assignment, delegation or other transfer by Borrower any Loan Party of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to ; (vii) change the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered form in which interest is required to be a "Lender." paid; and (viii) increase any advance rate set forth in the Borrowing Base Certificate. Except as otherwise provided in this Subsection 8.1, subsection 8.1 no Lender shall, as between Borrower and such that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection subsection 9.13. Nothing in this Agreement shall be construed Borrower agrees that it will use commercially reasonable efforts to prohibit assist and cooperate with Agent and any Lender from pledging in any manner reasonably requested by Agent or assigning all such Lender to effect any increase in the Revolving Loan Commitment requested by Borrower or the restructuring of this Agreement, including without limitation assistance in the preparation of appropriate disclosure documents or placement memoranda. Agent shall provide Borrower with written notice of the name and address of any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a new Lender from any of -------- its obligations hereunderafter the date hereof. Notwithstanding anything contained in this Agreement to the contrary, so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, assign its rights and delegate its obligations under this Agreement to one or more Personsanother Person; provided, provided that (ai) such Lender shall first obtain the written -------- consent of each of Administrative Agent andAgent, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire aggregate amount of the Pro Rata Share of such Loan outstanding Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations Loans of the assigning Lender hereunder being assigned pursuant to such assignment (determined as of the date of the Assignment and Acceptance (the "ASSIGNMENT AND ACCEPTANCE") entered into with respect thereto and (B) to such assignment by the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating assignee, and accepted by Agent, in form and substance satisfactory to indemnification or payment of feesAgent, costs the assigning Lender and expensesthe assignee) shall in no event, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, except in the case of an assignment of all of a Lender Addition Agreement covering all or Lender's rights and obligations under this Agreement, be less than $5,000,000 of the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. In the case of an assignment authorized under this Section 15.1, the assignee shall have, to the extent of such assignment, delegation or other transfer by Borrower of any the same rights, benefits and obligations as it would if it were a Lender hereunder and the assigning Lender shall be relieved of its rights and obligations under any Loan Documenthereunder with respect to its Commitment to the extent of such assignment. Borrower hereby acknowledges and agrees that any participation assignment will give rise to a direct obligation of Borrower to the participant, assignee and that the participant assignee shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Except as otherwise provided Lender hereunder. Agent shall maintain a copy of each Assignment and Acceptance delivered to and accepted by it and books and records, including computer records, in this Subsection 8.1, no Lender shall, as between Borrower which it shall record the names and such Lender, be relieved addresses of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation the Lenders and the Commitment of, or granting of a participation in, all or any part and principal amount of the LoansLoans owing to, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that each Lender from time to time to assignees (the "REGISTER"). The entries in the Register shall constitute rebuttably presumptive evidence, absent manifest error, of the accuracy of the information contained therein, and participants (including prospective assignees Borrower, Agent and participants), subject to the provisions Lenders may treat each Person the name of Subsection 9.13which is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Nothing in this Agreement The Register shall be construed to prohibit available for inspection by any Lender or Borrower at any reasonable time and from pledging or assigning all or any portion of its rights and interest hereunder or under any Note time to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basistime upon reasonable prior notice.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) Subject to the provisions of the following paragraph, Xxxxxx may assign its rights and delegate its obligations under this Agreement and further may assign, subject or sell participations in, all or any part of its Loans, its Commitments or any other interest herein or in its Notes to an Affiliate or to another Person. Borrower hereby acknowledges that in making any such assignment or selling any such participation, so long as Borrower's Obligations to the terms Agent and the Lenders are unaffected thereby, Agent, so long as Xxxxxx is Agent, shall have the right to divide, recombine and reclassify any features of a the Loans, the Risk Participation Agreements or the Lender Addition AgreementLetters of Credit and any of its other rights hereunder or under the other Loan Documents among itself and any such other Lenders or participants into Loans having varying levels of seniority, interest rates and maturities and with varying levels of rights in and to any Collateral. Each Lender may assign its rights and delegate its obligations under this Agreement to one or more Persons, another Person; provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent andXxxxxx, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share amount of a Loan Commitment Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and or (ii) the entire amount of the Pro Rata Share Commitments and Loans of such Loan Commitment of the assigning Lender; Lender and (c) upon as a condition to the consummation effectiveness of each such assignment assignment, Borrower shall have complied with its obligations under the assigning Lender shall pay Administrative Agent a non-refundable administrative fee last sentence of $2,000; provided, that in connection with subsection 2.1(F). In the case of an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedauthorized under this subsection 9.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were a Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been its Commitment or assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Documentthereof. Borrower hereby acknowledges and agrees that any participation assignment will give rise to a direct obligation of Borrower to the participant, assignee and that the participant assignee shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender"." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent Credit Agreement/US Unwired Inc. a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Credit Agreement/US Unwired Inc. Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) Subject to the provisions of the following paragraph, Xxxxxx may assign its rights and delegate its obligations under this Agreement and further may assign, subject or sell participations in, all or any part of its Loans, its Commitments or any other interest herein or in its Notes to an Affiliate or to another Person. Borrower hereby acknowledges that in making any such assignment or selling any such participation, so long as Borrower's Obligations to the terms Agent and the Lenders are unaffected thereby, Agent, so long as Xxxxxx is Agent, shall have the right to divide, recombine and reclassify any features of a the Loans, the Risk Participation Agreements or the Lender Addition AgreementLetters of Credit and any of its other rights hereunder or under the other Loan Documents among itself and any such other Lenders or participants into Loans having varying levels of seniority, interest rates and maturities and with varying levels of rights in and to any Collateral. Each Lender may assign its rights and delegate its obligations under this Agreement to one or more Persons, provided another Person; PROVIDED that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent andXxxxxx, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share amount of a Loan Commitment Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and or (ii) the entire amount of the Pro Rata Share Commitments and Loans of such Loan Commitment of the assigning Lender; Lender and (c) upon as a condition to the consummation effectiveness of each such assignment assignment, Borrower shall have complied with its obligations under the assigning Lender shall pay Administrative Agent a non-refundable administrative fee last sentence of $2,000; provided, that in connection with subsection 2.1(F). In the case of an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedauthorized under this subsection 9.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were a Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been its Commitment or assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Documentthereof. Borrower hereby acknowledges and agrees that any participation assignment will give rise to a direct obligation of Borrower to the participant, assignee and that the participant assignee shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender"." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankXxxxxx) may at its own cost assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons, another Person; provided that (a) (i) such Lender (excluding Xxxxxx) shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, BorrowerAgent, which consents consent shall not be unreasonably withheld and (ii) such Lender (including Xxxxxx) shall first obtain the prior written consent of Borrower (unless such assignment is being made to a Person which is already a Lender or delayedis being made to an Affiliate of such Lender), which consent shall not be unreasonably withheld; (b) no portion of the Pro Rata Share of a Revolving Loan Commitment or Term Loans being assigned shall in no any event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share portion of such the Revolving Loan Commitment or applicable Term Loan of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,0003,500; provided, further, that any sale or assignment by Antares or Xxxxxx to Salomon Brothers Holding Company, Inc. ("SALOMON") for the purposes of warehousing or otherwise holding loans and by Salomon or Antares to Mariner CDO 2002, Ltd. and/or Nova CDO 2001, Ltd. shall be permitted and shall not be subject to the minimum assignment amount specified in connection with this Agreement (it being understood that any sale or assignment so permitted shall nonetheless be subject to the $3,500 fee payable to Agent under clause (c) of this sentence). The administrative fee referred to in clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate Affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Documentassigned portion thereof. Borrower hereby acknowledges and agrees that any participation assignment will give rise to a direct obligation of Borrower to the participant, assignee and that the participant assignee shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Except as otherwise provided LENDER". Agent shall maintain at its office in this Subsection 8.1Chicago, no Illinois a copy of each Lender shallAddition Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation the commitments of, or granting of a participation in, all or any part and principal amount of the Loans, Loans owing to each Lender pursuant to the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender terms hereof from time to time (the "REGISTER"). The entries in the Register shall be presumptive evidence of the amounts due and owing to assignees Lender in the absence of manifest error. Borrower, Agent and participants (including prospective assignees and participants), subject each Lender may treat each Person whose name is recorded in the Register pursuant to the provisions terms hereof as a Lender hereunder for all purposes of Subsection 9.13this Agreement. Nothing in this Agreement The Register shall be construed to prohibit available for inspection by Borrower and any Lender from pledging or assigning all or Lender, at any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basisreasonable time upon reasonable prior notice.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) that, unless the assignment is to an Affiliate of the assigning Lender or to another Lender, such Lender shall first obtain the written -------- consent (not to be unreasonably withheld, conditioned or delayed) of each of Administrative Agent Agent, and, if provided no Default or Event of Default shall have has occurred and be which is then continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Commitments (and Loans) being assigned must include all types of Commitments and Loans and equal Pro Rata Share Shares of a Loan each type of Commitment and Loans; (c) the principal amount of the Commitments and Loans being assigned shall in no event be less than the lesser of (i) Five Million Dollars ($5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person5,000,000) and (ii) the entire amount of the such Lender's Pro Rata Share Shares of such Loan Commitment of the assigning LenderCommitments and Loans; (d) any assignee that is a foreign bank shall have complied with Section 1.7(A) hereof; and (ce) upon the consummation of each such assignment assignment, the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of Three Thousand Five Hundred Dollars ($2,000; provided, that 3,500) -45- 50 and any expenses reasonably incurred by Agent (or its legal counsel) in connection with giving effect to such assignment. The administrative fee referred to in clause (e) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate Affiliate of such Lender written consent Lender. Upon the valid effectuation of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be become a party hereto andLender and shall have, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender Pro Rata Share of the assigning Lender's NoteCommitments and Loans, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be or portion thereof, validly assigned. Each Lender (including Administrative AgentWachovia) may also sell participations in all or any part of its Pro Rata Share of each Loan Commitment Commitments and Loans to one or more Persons; another Person, provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lenderhereunder." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons; provided that, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; (c) such assignee shall execute a joinder to the Intercreditor Agreement and (cd) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate Affiliate of such Lender or to another Lender, written Amended and Restated Credit Agreement/D&E Communications, Inc. consent of Borrower shall not be required and no administrative fee shall be payablepayable and assignments by CoBank to institutions chartered under the Farm Credit System shall not require written consent of Borrower. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; BorrowerLoan Parties, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower Loan Parties hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Revolving Loan Expiration Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower any Loan Party or any of its Subsidiaries of any of its rights and obligations under any Loan Document. Borrower Loan Parties hereby acknowledges acknowledge and agrees agree that any participation will give rise to a direct obligation of Borrower Loan Parties to the participant, and that any participant that is a member of the participant Farm Credit System shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender" and all participants shall for purposes of Section 6.7 be considered to be a "Lender." Amended and Restated Credit Agreement/D&E Communications, Inc. Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower Loan Parties and its their Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note as collateral security for any loan or financing or in connection with any securitization or other similar transaction or to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a any of the Loan Commitment Commitments being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such a Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment assignment, the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,0003,500; provided, that in connection with an assignment -------- from a Lender to an affiliate Affiliate of such Lender or to another Lender, written consent of Administrative Agent and Borrower shall not be required and that in connection with an assignment from a Lender to an Affiliate of such Lender or to another Lender, no administrative fee shall be payable, and assignments by CoBank to institutions chartered under the Farm Credit System shall not require consent of Borrower. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to Credit Agreement/Atlantic Tele-Network, Inc. the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Administrative Agent and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to aboveabove (if required), Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, shall issue a new Note Revolver Note(s) or Term Note(s), as applicable, to reflect the interests of the assigning Lender and the Person to which interests are to be assignedassigned and, upon issuance and delivery by Borrower of such new Note or Notes, the assigning Lender shall surrender its Revolver Note or Term Note, as applicable. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment and any Loans to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative AgentAgent which consent shall not be unreasonably withheld or delayed; and provided, further, that such Lender's ’s obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amountamount of, or rate of interest rate on or fees payable with respect to any Loan; (ii) any extension of the Revolver Expiration Date or the Term Loan Maturity Date, or any change of any date scheduled dates fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document and (iv) the release of all or substantially all of the Collateral (except if the release of such Collateral is permitted under and effected in accordance with, including any consents and approvals required under, Subsection 8.2(I) or any other Loan Document) or any release of any material guaranty of the Obligations (except to the extent expressly provided thereby). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "“Lender,” so long as the participant agrees for the benefit of Borrower to comply with such Subsections and Subsection 1.12 as if were a “Lender." ” Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Credit Agreement/Atlantic Tele-Network, Inc. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note as collateral security for any loan or financing or in connection with any securitization or other similar transaction or to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, (i) so long as there is no Event of Default that has continued in excess of four (4) months and Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "“Lender" ” hereunder unless such Person shall also be capable of making LIBOR LoansLoans and (ii) no assignment shall be permitted hereunder which would cause any Applicable Law to be violated (with respect to usury or otherwise). CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each the Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, assign its rights and delegate its obligations under this Agreement to one or more Persons, provided another Person; PROVIDED that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent andAgent, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire aggregate amount of the Pro Rata Share of such Loan outstanding Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations Loans of the assigning Lender hereunder being assigned pursuant to such assignment (determined as of the date of the Assignment and Acceptance entered into with respect thereto and (B) to such assignment by the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating assignee, and accepted by Agent, in form and substance satisfactory to indemnification or payment of feesAgent, costs the assigning Lender and expensesthe assignee (the "ASSIGNMENT AND ACCEPTANCE")) shall in no event, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, except in the case of an assignment of all of a Lender Addition Agreement covering all or Lender's rights and obligations under this Agreement, be less than $5,000,000 of the remaining portion of such assigning Lender's rights and obligations under this Agreement, (c) the parties to each such Lender assignment shall cease execute and deliver to be a party heretoAgent, for its acceptance and recording in the Register (as hereinafter defined). The terms , an Assignment and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this AgreementAcceptance, and (d) Agent shall have received a $3,500 fee from the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to for processing such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lendersassignment. In the event case of an assignment pursuant authorized under this SECTION 15.1, the assignee shall have, to this Subsection 8.1the extent of such assignment, Borrower shallthe same rights, upon surrender of the assigning Lender's Note, issue benefits and obligations as it would if it were a new Note to reflect the interests of Lender hereunder and the assigning Lender and the Person to which interests are to shall be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part relieved of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent its Commitment to the extent of such assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation assignment will give rise to a direct obligation of Borrower to the participant, assignee and that the participant assignee shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Except as otherwise provided ". Agent shall maintain a copy of each Assignment and Acceptance delivered to and accepted by it and books and records, including computer records, in this Subsection 8.1, no Lender shall, as between Borrower which it shall record the names and such Lender, be relieved addresses of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation Lenders and the Commitment of, or granting of a participation in, all or any part and principal amount of the LoansLoans owing to, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that each Lender from time to time to assignees (the "REGISTER"). The entries in the Register shall constitute rebuttably presumptive evidence, absent manifest error, of the accuracy of the information contained therein, and participants (including prospective assignees Borrower, Agent and participants), subject to Lenders may treat each Person the provisions name of Subsection 9.13which is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Nothing in this Agreement The Register shall be construed to prohibit available for inspection by any Lender or Borrower at any reasonable time and from pledging or assigning all or any portion of its rights and interest hereunder or under any Note time to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basistime upon reasonable prior notice.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankXxxxxx) may from time to time assign, subject to the terms of a Lender Addition an Assignment and Acceptance Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender (excluding Xxxxxx) -------- shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, BorrowerAgent, which consents consent shall not be unreasonably withheld or delayedwithheld; (b) the Pro Rata Share of a the Revolving Loan Commitment, the Acquisition Loan Commitment and the Term Loans being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment, the Acquisition Loan Commitment and the Term Loans of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 3,500. The administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate Affiliate of such Lender. In the case of an assignment authorized under this subsection 8.1, the assignee shall have, to -------------- the extent of such assignment, the same rights, benefits and obligations as it would if it were an initial Lender written consent of Borrower shall not be required and no administrative fee hereunder. The assigning Lender shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto and, to the extent that rights and relieved of its obligations hereunder have been assigned to it pursuant to such Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment and (B) the assigning Lender shall, Acquisition Loan Commitment or assigned portion thereof. The Loan Parties hereby acknowledge and agree that any assignment will give rise to a direct obligation of Borrowers to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein assignee shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of considered a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative AgentXxxxxx) may sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment, the Acquisition Loan Commitment and the Term Loans to one or more Persons; another Person, provided that (a) such Lender shall first obtain -------- the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and (b) any such participation shall be in a minimum amount of $5,000,000, and provided, further, that such Lender's obligations all -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower Borrowers hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any increase of the aggregate principal amount of the Loans; (iii) any extension of the Expiration Expiry Date, any extension of the date on which any Scheduled Term Installment or Scheduled Acquisition Installment is to be paid or any change extension of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale, disposition or release of such Collateral is permitted under subsection 3.7 or 8.2 or any other Loan Document); and (iiiv) any -------------- ---- amendment or waiver of this subsection 8.1 or the definitions of -------------- the terms used in this subsection 8.1 insofar as the definitions -------------- affect the substance of this subsection 8.1; (vi) any consent to -------------- the assignment, delegation or other transfer by Borrower of any Loan Party or any of its rights and obligations under any Loan Document; (vii) any change in the form in which interest is required to be paid; and (viii) any change of any advance rate set forth in the Borrowing Base Certificate. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any participation will give rise to a direct obligation of Borrower Borrowers to the participant, and the participant shall for purposes of Subsections 1.11subsection 1.8, 1.13subsection 1.9, 1.14, 6.7 subsection -------------- -------------- ---------- 8.4 and subsection 9.1 be considered to be a "Lender." ". --- -------------- Except as otherwise provided in this Subsection 8.1, subsection 8.1 no -------------- Lender shall, as between Borrower Borrowers and such that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower any Loan Party and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection subsection 9.13. Nothing in this Agreement shall be construed ---------------- Each Borrower agrees that it will use its best efforts to prohibit assist and cooperate with Agent and any Lender from pledging in any manner reasonably requested by Agent or assigning all such Lender to effect the sale of a participation or an assignment described above, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda. Agent shall provide Borrower Representative with written notice of the name and address of any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a new Lender from any of -------- its obligations hereunderafter the date hereof. Notwithstanding anything contained in this Agreement agreement to the contrary, so long as the Requisite Lenders Lender shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons; provided that, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, BorrowerBorrowers, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate Affiliate of such Lender or to another Lender, written consent of Borrower Borrowers shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.incorporated

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a any of the Loan Commitment Commitments being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such a Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment assignment, the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,0003,500; provided, that in connection with an assignment -------- from a Lender to an affiliate Affiliate of such Lender or to another Lender, written consent of Administrative Agent and Borrower shall not be required and that in connection with an assignment from a Lender to an Affiliate of such Lender or to another Lender, no administrative fee shall be payable, and assignments by CoBank to institutions chartered under the Farm Credit System shall not require consent of Borrower. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Administrative Agent and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to aboveabove (if required), Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, shall issue a new Note Revolver Note(s) or Term Note(s), as applicable, to reflect the interests of the assigning Lender and the Person to which interests are to be assignedassigned and, upon issuance and delivery by Borrower of such new Note or Notes, the assigning Lender shall surrender its Revolver Note or Term Note, as applicable. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment and any Loans to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative AgentAgent which consent shall not be unreasonably withheld or delayed; and provided, further, that such Lender's ’s obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amountamount of, or rate of interest rate on or fees payable with respect to any Loan; (ii) any extension of the Revolver Expiration Date or the Term Loan Maturity Date, or any change of any date scheduled dates fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document and (iv) the release of all or substantially all of the Collateral (except if the release of such Collateral is permitted under and effected in accordance with, including any consents and approvals required under, Subsection 8.2(I) or any other Loan Document) or any release of any material guaranty of the Obligations (except to the extent expressly provided thereby). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "“Lender,” so long as the participant agrees for the benefit of Borrower to comply with such Subsections and Subsection 1.12 as if were a “Lender." ” Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note as collateral security for any loan or financing or in connection with any securitization or other similar transaction or to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, (i) so long as there is no Event of Default that has continued in excess of four (4) months and Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "“Lender" ” hereunder unless such Person shall also be capable of making LIBOR LoansLoans and (ii) no assignment shall be permitted hereunder which would cause any Applicable Law to be violated (with respect to usury or otherwise). CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each the Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankHellxx) may xxy assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender shall (excluding Hellxx) xxall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents consent shall not be unreasonably withheld or delayedwithheld; (b) the Pro Rata Share of a the Revolving Loan Commitment, the Acquisition Loan Commitment and Term Loan being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment, the Acquisition Loan Commitment and Term Loan of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender accepting the assignment shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 3,000. The administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment and (B) the assigning Lender shall, Acquisition Loan Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative AgentHellxx) may xxy sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment, the Acquisition Loan Commitment and the Term Loan to one or more Persons; another Person, provided that (a) such Lender shall (excluding Hellxx) xxall first obtain the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and (b) any such participation shall be in a minimum amount of $5,000,000, and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any extension of the Expiration Expiry Date, any extension of the date on which any Scheduled Term Loan Installment or Scheduled Acquisition Loan Installment is to be paid or any change of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iii) any change of the aggregate unpaid principal amount of the Loans; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale or disposition of such Collateral is permitted under subsection 8.2 or any other Loan Document); and (iiivi) any amendment or waiver of this subsection 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this subsection 8.1; (vii) any consent to the assignment, delegation or other transfer by Borrower any Loan Party of any of its rights and obligations under any Loan Document; (viii) any change in the form in which interest is required to be paid; and (ix) any change of any advance rate set forth in the Borrowing Base Certificate. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11subsections 1.8, 1.131.9, 1.14, 6.7 8.4 and 9.1 be considered to be a "Lender"." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankXxxxxx) may from time to time assign, subject to the terms of a Lender Addition an Assignment and Acceptance Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender (excluding -------- Xxxxxx) shall first obtain the written -------- consent of each of Administrative Agent Agent, which consent shall not be unreasonably withheld and, if provided no Default or Event of Default shall have has occurred and be is continuing, Borrower, which consents Borrowers; provided Borrowers' consent shall not be unreasonably withheld or delayedrequired with respect to an assignment by a Lender to an Affiliate thereof; (b) the Pro Rata Share of a the Revolving Loan Commitment and Term Loan being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment and Term Loan of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 3,500. The administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment or assigned portion thereof. Each Borrower hereby acknowledges and (B) the assigning Lender shall, agrees that any assignment will give rise to a direct obligation of Borrowers to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative AgentXxxxxx) may sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment and the Term Loan to one or more Persons; another Person, provided that (a) such Lender (excluding Xxxxxx) shall first -------- obtain the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and (b) any such participation shall be in a minimum amount of $5,000,000, and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower -------- ------- Borrowers hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any increase of the aggregate principal amount of the Loans; (iii) any extension of the Expiration Expiry Date, any extension of the date on which any Scheduled Installment is to be paid or any change extension of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale, disposition or release of such Collateral is permitted under subsection 3.7 or 8.2 or any other Loan Document); and (iiivi) any amendment or waiver of this subsection 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this subsection 8.1; (vii) any consent to the assignment, delegation or other transfer by Borrower any Loan Party of any of its rights and obligations under any Loan Document; (viii) any change in the form in which interest is required to be paid; and (ix) any increase in any advance rate set forth in the Borrowing Base Certificate. Each Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower Borrowers to the participant, and the participant shall for purposes of Subsections 1.11subsections 1.8, 1.131.9, 1.14, 6.7 8.4 and 9.1 be considered to be a "Lender"." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankAgent) may from time to time assign, subject to the terms of a Lender Addition an Assignment and Acceptance Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender (excluding Agent) shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, BorrowerAgent, which consents consent shall not be unreasonably withheld or delayedwithheld; (b) the Pro Rata Share of a the Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and 10,000,000 or (ii) the entire amount of the Pro Rata Share of such the Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided, that 3,500. The administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Loan or assigned portion thereof. Borrower hereby acknowledges and (B) the assigning Lender shall, agrees that any assignment will give rise to a direct obligation of Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each the Loan Commitment to one or more Persons; another Person, provided that (a) such Lender (excluding Agent) shall first obtain the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and (b) any such participation shall be in a minimum amount of $5,000,000, and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amountLoan, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any increase of the aggregate principal amount of the Loans; (iii) any extension of the Expiration Maturity Date, any extension of the date on which any payment is to be paid or any change extension of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale, disposition or release of such Collateral is permitted hereunder or any other Loan Document); and (iiivi) any amendment or waiver of this subsection or the definitions of the terms used in this subsection insofar as the definitions affect the substance of this subsection; (vii) any consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document; (viii) any change in the form in which interest is required to be paid; and (ix) any increase in any advance rate. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 hereunder be considered to be a "Lender." ". Except as otherwise provided in this Subsection 8.1, subsection no Lender shall, as between Borrower and such that Lender or as between Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject . Borrower agrees that it will use its best efforts to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit assist and cooperate with Agent and any Lender from pledging in any manner reasonably requested by Agent or assigning all such Lender to effect the sale of a participation or an assignment described above, including without limitation assistance in the preparation of appropriate disclosure documents or placement memoranda. Agent shall provide Borrower with written notice of the name and address of any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a new Lender from any of -------- its obligations hereunderafter the date hereof. Notwithstanding anything contained in this Agreement to the contrary, so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Persons; provided that, provided that (a) such Lender shall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (b) the Pro Rata Share of a Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate Affiliate of such Lender or to another Lender, written consent of Borrower shall not be required and no administrative fee shall be payableCredit Agreement/D & E Communications, Inc. payable and assignments by CoBank to institutions chartered under the Farm Credit System shall not require written consent of Borrower. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Revolving Loan Expiration Date or the Term Loan Maturity Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent to the assignment, delegation or other transfer by Borrower or any of its Subsidiaries of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and that any participant that is a member of the participant Farm Credit System shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender" and all participants shall for purposes of Section 6.7 be considered to be a "Lender." Except as otherwise provided in this Subsection 8.1, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, Credit Agreement/D & E Communications, Inc. transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.13. Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note as collateral security for any loan or financing or in connection with any securitization or other similar transaction or to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBank) may assign, subject to the terms of a Lender Addition Agreement, assign its rights and delegate its obligations under this Agreement to one any Eligible Assignee which is not a competitor or more Persons, an Affiliate of any competitor of Borrower; provided that (ai) such Lender shall first obtain the written -------- consent of each of Administrative Agent andthe Requisite Lenders, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents shall not be unreasonably withheld or delayed; (bii) the Pro Rata Share aggregate amount of a Loan the outstanding Commitment and Loans of the assigning Lender being assigned pursuant to such assignment (determined as of the date of the Assignment and Acceptance entered into with respect to such assignment by the assigning Lender and the assignee, and accepted by Administrative Agent, in form and substance satisfactory to Administrative Agent, the assigning Lender and the assignee (the "Assignment and Acceptance")) shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable administrative fee of $2,000; provided, that in connection with an assignment -------- from a Lender to an affiliate of such Lender written consent of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executed, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) 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 Lender Addition Agreement, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Lender (including Administrative Agent) may sell participations in all or any part of its Pro Rata Share of each Loan Commitment to one or more Persons; provided that such Lender shall first obtain the prior written consent -------- of Administrative Agent; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) any reduction, modification or forgiveness in the principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Expiration Date, or any change of any date fixed for any payment of any of the Obligations; and (iii) any consent the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance. In the case of an assignment authorized under this Section 15.1, the assignee shall have, to the extent of such assignment, delegation or other transfer by Borrower of any the same rights, benefits and obligations as it would if it were a Lender hereunder and the assigning Lender shall be relieved of its rights and obligations under any Loan Documenthereunder with respect to its Commitment to the extent of such assignment. Borrower hereby acknowledges and agrees that any participation assignment will give rise to a direct obligation of Borrower to the participant, assignee and that the participant assignee shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered to be a "Lender." Except as otherwise provided 91 105 Administrative Agent shall maintain at its address set forth on the signature page hereto a copy of each Assignment and Acceptance delivered to and accepted by it and books and records, including computer records, in this Subsection 8.1, no Lender shall, as between Borrower which it shall record the names and such Lender, be relieved addresses of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation the Lenders and the Commitment of, or granting of a participation in, all or any part and principal amount of the LoansLoans owing to, the Note or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that each Lender from time to time to assignees (the "Register"). The entries in the Register shall constitute rebuttably presumptive evidence, absent manifest error, of the accuracy of the information contained therein, and participants (including prospective assignees Parent, Borrower, Borrower's Subsidiaries, Collateral Agent, Administrative Agent and participants), subject to the provisions Lenders may treat each Person the name of Subsection 9.13which is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Nothing in this Agreement The Register shall be construed to prohibit available for inspection by Collateral Agent, any Lender or Borrower at any reasonable time and from pledging or assigning all or any portion of its rights and interest hereunder or under any Note time to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, so long as Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basistime upon reasonable prior notice.

Assignments and Participations in Loans and Notes. Each Lender may from ------------------------------------------------- (including CoBank) may time to time assign, subject to the terms of a Lender Addition an Assignment and Acceptance Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender (excluding Xxxxxx) shall first ------- obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, BorrowerAgent, which consents consent shall not be unreasonably withheld or delayedwithheld, provided such consent shall not be required if such assignment and delegation is to an Affiliate of such assigning Lender; (b) such Lender obtains the written consent of the Borrower if the assignee is a direct, repetitive competitor of the Borrower in the Target Market; (c) the Pro Rata Share of a the Revolving Loan Commitment and Term Loan being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment and the Term Loan of the assigning Lender; and (cd) upon the consummation of each such assignment the assigning Lender shall pay Administrative Agent a non-refundable an administrative fee of $2,000; provided3,500 and (e) no Lender other than Xxxxxx may assign its rights or delegate its duties under this Agreement or undertake to do so until the Primary Syndication has occurred, except pursuant to Section 1.9 or with the prior written consent of Xxxxxx. Xxxxxx at all times shall maintain a Pro Rata Share of the Revolving Loan Commitment and Term Loan of at least $100,000,000 provided that if no Lender other than Xxxxxx has a Pro Rata Share of the Revolving Loan Commitment and Term Loan equal to or greater than $100,000,000, Xxxxxx may reduce its Pro Rata Share of the Revolving Loan Commitment and Term Loan through assignments to not less than the Pro Rata Share of the Lender holding the next highest Pro Rata Share, but in connection with no event may Xxxxxx hold a Pro Rata Share of less than $75,000,000. The administrative fee referred to in clause (d) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment and (B) the assigning Lender shall, Term Loan or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative AgentXxxxxx) may sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment and the Term Loan to one or more Persons; another Person, provided that (a) such Lender shall first obtain obtains the prior written consent of -------- Borrower if the participant is a direct, repetitive competitor of Administrative AgentBorrower in the Target Market; and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and (b) no Lender other than Xxxxxx may sell a participation or undertake to do so until the other Lenders shall continue to deal solely and directly Primary Syndication has occurred except with such Lender in connection with such Lender's rights and obligations under this Agreement; the prior written consent of Xxxxxx. Notwithstanding the sale of any participation all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any increase of such Lender's Pro Rata Share of the Revolving Loan Commitment or the Term Loan; (iii) any extension of the Expiration Expiry Date, or any change extension of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale, disposition or release of such Collateral is permitted under subsection 3.7 or 8.2 or any other Loan Document); and (iiivi) any amendment or waiver of this subsection 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this subsection 8.1; (vii) any consent to the assignment, delegation or other transfer by Borrower or Company of any of its rights and obligations under any Loan Document. Borrower hereby acknowledges and agrees that ; (viii) any participation will give rise to a direct obligation of Borrower to change in the participant, and the participant shall for purposes of Subsections 1.11, 1.13, 1.14, 6.7 and 9.1 be considered form in which interest is required to be a "Lender." paid; and (ix) any change in the methodology for computing the Borrowing Base. Except as otherwise provided in this Subsection 8.1, subsection 8.1 no Lender shall, as between Borrower and such that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Revolving Loans, the Note Term Loan, the Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection subsection 9.13. Nothing in this Agreement shall be construed Borrower agrees that it will use commercially reasonable efforts to prohibit assist and cooperate with Agent and any Lender from pledging in any manner reasonably requested by Agent or assigning all such Lender to effect the sale of a participation or an assignment described above, including without limitation assistance in the preparation of appropriate disclosure documents or placement memoranda. Agent shall provide Borrower with written notice of the name and address of any portion of its rights and interest hereunder new Lender or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunderparticipant after the date hereof. Notwithstanding anything contained in this Agreement to the contrary, so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.

Assignments and Participations in Loans and Notes. Each Lender ------------------------------------------------- (including CoBankHellxx) may xxy assign, subject to the terms of a Lender Addition Agreement, its rights and delegate its obligations under this Agreement to one or more Personsanother Person, provided that (a) such Lender shall (excluding Hellxx) xxall first obtain the written -------- consent of each of Administrative Agent and, if no Default or Event of Default shall have occurred and be continuing, Borrower, which consents consent shall not be unreasonably withheld or delayedwithheld; (b) the Pro Rata Share of a the Revolving Loan Commitment and the Acquisition Loan Commitment being assigned shall in no event be less than the lesser of (i) $5,000,000 (which may be aggregated where several Lenders are simultaneously assigning to the same Person) and (ii) the entire amount of the Pro Rata Share of such the Revolving Loan Commitment and the Acquisition Loan Commitment of the assigning Lender; and (c) upon the consummation of each such assignment the assigning Lender accepting the assignment shall pay Administrative Agent a non-refundable an administrative 40 49 fee of $2,000; provided, that 3,000. The administrative fee referred to in connection with clause (c) of the preceding sentence shall not apply to an assignment -------- from a Lender to an affiliate of such Lender written consent Lender. In the case of Borrower shall not be required and no administrative fee shall be payable. From and after the effective date specified in a duly executedan assignment authorized under this subsection 8.1, delivered and accepted Lender Addition Agreement, which effective date shall be at least five (5) Business Days after the execution thereof (unless Administrative Agent shall otherwise agree), (A) the assignee thereunder shall be a party hereto andhave, to the extent that rights of such assignment, the same rights, benefits and obligations hereunder have been assigned to as it pursuant to such would if it were an initial Lender Addition Agreement, shall have the rights and obligations of the hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect thereto to its Pro Rata Share of the Revolving Loan Commitment and (B) the assigning Lender shall, Acquisition Loan Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the extent assignee and that rights and obligations hereunder have been assigned by it pursuant to such Lender Addition Agreement, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Addition Agreement) and assignee shall be released from its obligations under this Agreement other than obligations to the extent relating to the time prior to the effective date of such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease considered to be a party hereto). The terms and provisions of each Lender Addition Agreement shall, upon the effectiveness thereof be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of Administrative Agent and the other parties hereto as if set forth at length herein. Upon its receipt of a duly completed Lender Addition Agreement executed by an assigning Lender and an assignee, and Borrower (if required), together with any Note subject to such assignment and the processing fee referred to above, Administrative Agent will accept such Lender Addition Agreement and give notice thereof to Borrower and the other Lenders. In the event of an assignment pursuant to this Subsection 8.1, Borrower shall, upon surrender of the assigning "Lender's Note, issue a new Note to reflect the interests of the assigning Lender and the Person to which interests are to be assigned". Each Lender (including Administrative AgentHellxx) may xxy sell participations in all or any part of its Pro Rata Share of each the Revolving Loan Commitment and the Acquisition Loan Commitment to one or more Persons; another Person, provided that (a) such Lender shall (excluding Hellxx) xxall first obtain the prior written consent -------- of Administrative Agent, which consent shall not be unreasonably withheld; and (b) any such participation shall be in a minimum amount of $5,000,000, and provided, further, that such Lender's obligations -------- ------- under this Agreement shall remain unchanged; Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation; participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting effecting (i) any reduction, modification or forgiveness reduction in the principal amount, interest rate or fees payable with respect to any LoanLoan in which such holder participates; (ii) any extension of the Expiration Expiry Date, any extension of the date on which any Scheduled Acquisition Loan Installment is to be paid or any change of any date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; (iii) any change of the aggregate unpaid principal amount of the Loans; (iv) any change of the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder; (v) any release of Collateral (except if the Obligationssale or disposition of such Collateral is permitted under subsection 8.2 or any other Loan Document); and (iiivi) any amendment or waiver of this subsection 8.1 or the definitions of the terms used in this subsection 8.1 insofar as the definitions affect the substance of this subsection 8.1; (vii) any consent to the assignment, delegation or other transfer by Borrower any Loan Party of any of its rights and obligations under any Loan Document; (viii) any change in the form in which interest is required to be paid; and (ix) any change of any advance rate set forth in the Borrowing Base Certificate. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of Subsections 1.11subsections 1.8, 1.131.9, 1.14, 6.7 8.4 and 9.1 be considered to be a "Lender." ". Except as otherwise provided in this Subsection 8.1, subsection 8.1 no Lender shall, as between Borrower and such that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of a participation in, all or any part of the Loans, the Note Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection subsection 9.13. Nothing in this Agreement shall be construed to prohibit Borrower agrees that it will assist and cooperate with Agent and any Lender from pledging in any manner reasonably requested by Agent or assigning such Lender to effect the sale of a participation 41 50 or an assignment described above, including without limitation assistance in the preparation of appropriate disclosure documents or placement memoranda. Agent shall provide Borrower with written notice of the name and address of any new Lender after the date hereof. In the event that Hellxx xxxigns all or any a portion of its rights and interest hereunder Pro Rata Share of the Revolving Loan Commitment or under the Acquisition Loan Commitment, or sells participation(s) therein, where the effect of such assignment(s) or participation(s) is to reduce Hellxx'x Xxx Rata Share (less the aggregate amount of any Note percentage participation interests held therein by another Person) to any Federal Reserve Bank as security for borrowings therefrom; providedless than twenty-three percent (23%), that no such pledge or assignment shall release a Lender from any of -------- its obligations hereunderHellxx xxxll give reasonably prompt subsequent notice thereof to each Lender. Notwithstanding anything contained in this Agreement to the contrary, so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a "Lender" hereunder unless such Person shall also be capable of making LIBOR Loans. CoBank reserves the right to assign or sell participations in all or any part of its Pro Rata Share of each Loan Commitment on a non-patronage basis.