Common use of Assignment and Participations Clause in Contracts

Assignment and Participations. Subject to the terms of this Section 9.1, Lender may make an assignment to a Qualified Assignee of all, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment or any portion thereof or interest therein, including Lender’s rights, title, interests, remedies, powers or duties thereunder. Any participation by Lender of all or any part of its Commitments shall be made with the understanding that all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.7, 1.9 and 1.10, each Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be considered to be a “Lender”. Except as set forth in the preceding sentence no Borrower or Credit Party shall have any obligation or duty to any participant. Each Credit Party executing this Agreement shall assist Lender permitted to sell assignments or participations under this Section 9.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and, if requested by Lender, the preparation of informational materials for, and the participation of management in meetings with, potential assignees or participants. Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them and all other information provided by them and included in such materials. Lender may furnish any information concerning Credit Parties in the possession of Lender from time to time to assignees and participants (including prospective assignees and participants); provided, that Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So long as no Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Revolving Loan or Commitments to a potential Lender or participant, if, as of the date of the proposed assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a), increased costs under Section 1.10(b), or withholding taxes in accordance with Section 1.9(a). SUCCESSORS AND ASSIGNS

Assignment and Participations. Subject (a) The Credit Parties consent to the terms Lender's assignment of, and/or sale of this Section 9.1, Lender may make an assignment to a Qualified Assignee of all, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans and any Commitment or of any portion thereof or interest therein, including Lender’s 's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment or sale of a 50% or greater participation interest by Lender shall require the consent of Borrower Representative (which shall not be unreasonably withheld or delayed, PROVIDED that no such consent shall be required so long as any Event of Default has occurred and is continuing). In the case of an assignment by a Lender under this SECTION 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." In all instances, each Lender's liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender's pro rata share of the applicable Commitment. In the event Lender assigns or otherwise transfers all or any part of the Obligations, Lender shall so notify Borrower and Borrower shall, upon the request of Lender, execute a new Note in exchange for the Note being assigned. (b) Any participation by Lender of all or any part of its Commitments shall be made sold with the understanding that all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or fees Fees payable with respect to, any Revolving Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Revolving Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.7SECTIONS 1.11, 1.9 1.13 and 1.101.14, each Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be considered to be a “"Lender”". Except as set forth in the preceding sentence no Borrower or Credit Party shall have any obligation or duty to any participant. Each Credit Party executing this Agreement shall assist Lender permitted to sell assignments or participations under this Section 9.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and, if requested by Lender, the preparation of informational materials for, and the participation of management in meetings with, potential assignees or participants. Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them and all other information provided by them and included in such materials. Lender may furnish any information concerning Credit Parties in the possession of Lender from time to time to assignees and participants (including prospective assignees and participants); provided, that Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So long as no Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Revolving Loan or Commitments to a potential Lender or participant, if, as of the date of the proposed assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a), increased costs under Section 1.10(b), or withholding taxes in accordance with Section 1.9(a). SUCCESSORS AND ASSIGNS.

Assignment and Participations. Subject to the terms of this Section 9.1, Lender may make an assignment to a Qualified Assignee of all, on or after the Effective Date sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment assign all or any portion thereof of the Loan, to or interest therein, including Lender’s rights, title, interests, remedies, powers with one or duties thereunder. Any participation more Persons as may be selected by Lender in its sole and absolute discretion and on terms and conditions satisfactory to Lender in its sole and absolute discretion ("Assignees"), and/or pledge, hypothecate or encumber all or any portion of the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion, and/or sell one or more participation interests in the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion ("Participants"). Borrower and all other Persons associated or connected with the Loan, the Collateral or any Property shall cooperate in all reasonable respects with Lender in connection with the sale of participation interests in, or the pledge, hypothecation or encumbrance or sale of all or any part of its Commitments shall be made with portion of, the understanding that all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participationLoan, and that shall, in connection therewith, execute and deliver such estoppels, certificates, instruments and documents as may be reasonably requested by Lender. Borrower grants to Lender the holder of any such participation shall not be entitled right to require Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or fees payable with respect todistribute financial and other information concerning Borrower, any Loan in which such holder participatesother Significant Party, (ii) any extension of the scheduled amortization of Borrower Affiliates, the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this AgreementProperties, the Collateral Documents and all other pertinent information with respect to the Loan to any Person who has purchased a participation interest in the Loan, or who has purchased the Loan, or who has made a loan to Lender secured by the Loan or who has expressed an interest in purchasing a participation interest in the Loan, or expressed an interest in purchasing the Loan or the making of a loan to Lender secured by the Loan. If requested by Lender, Borrower shall execute and deliver, and shall cause each other Loan Documents). Solely for purposes of Sections 1.7Person associated or connected with the Loan, 1.9 the Collateral or any Property to execute and 1.10deliver, each Borrower acknowledges and agrees that a participation shall give rise at no cost or expense to a direct obligation of Borrowers to the participant and the participant shall be considered to be a “Lender”. Except as set forth in the preceding sentence no Borrower or Credit Party shall have any obligation or duty to any participant. Each Credit Party executing this Agreement shall assist Lender permitted to sell assignments or participations under this Section 9.1 as reasonably required to enable the assigning or selling Lender to effect any Borrower, such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as may be necessary to split the Loan into two or more loans evidenced by separate sets of notes and secured by separate sets of other related Loan Documents to the full extent required by Lender to facilitate the sale of participation interests in the Loan or the sale of the Loan or the making of a loan to Lender secured by the Loan, it being agreed that (a) any such splitting of the Loan will not adversely affect or diminish the rights of Borrower as presently set forth herein and in the other Loan Documents and will not increase the respective obligations and liabilities of Borrower or any other Person associated or connected with the Loan or the Collateral, (b) the Loan Documents securing the Loan as so split will have such priority of lien as may be specified by Lender and (c) the retained interest of Lender in the Loan as so split, if any, shall be requested and, if requested allocated to or among one or more of such separate loans in a manner specified by Lender, the preparation of informational materials for, Lender in its sole and the participation of management in meetings with, potential assignees or participants. Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them and all other information provided by them and included in such materials. Lender may furnish any information concerning Credit Parties in the possession of Lender from time to time to assignees and participants (including prospective assignees and participants); provided, that Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So long as no Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Revolving Loan or Commitments to a potential Lender or participant, if, as of the date of the proposed assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a), increased costs under Section 1.10(b), or withholding taxes in accordance with Section 1.9(a). SUCCESSORS AND ASSIGNSabsolute discretion.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment assignments to a Qualified Assignee of allPerson (other than a natural Person) of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender (a “Sale”) shall be for a fixed and not a varying percentage of the assigning Lender’s respective Loans, Commitments and Letter of Credit Obligations (but do not have to be ratable between the Revolving Loans and Term Loans) and: (i) shall require the consent of Agent (which consent shall not be unreasonably withheld or delayed) if (A) in the case of an assignment of any Revolving Loan, Revolving Loan Commitment or unfunded Term Loan Commitment, such assignment is to any Person that is not a Lender with an existing Commitment in respect of the same facility as the assigned Loans or Commitment, an Affiliate of such assigning Lender or an investment fund managed by the same investment advisor as the assigning Lender, or (B) in the case of an assignment of any Loan, such assignment is not a Lender Group Assignment; (ii) except with respect to any Lender Group Assignment or as approved in writing by the Agent and Borrower, after giving effect to any such partial assignment, the assignee Lender shall have Loans and Commitments in an amount at least equal to $1,000,000 and the assigning Lender shall have retained Loans and Commitments in an amount at least equal to $1,000,000 (unless all of the Loans and Commitments of such assigning Lender have been assigned); (iii) shall require the consent of Borrower (which consent shall not be unreasonably withheld or delayed) if (A) no Event of Default has occurred and is continuing, and (B) such assignment is not a Lender Group Assignment; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) Business Days after having received notice thereof; (iv) if such assignment is an assignment of Revolving Loans or a Revolving Loan Commitment, shall require the consent of the Swing Line Lender and L/C Issuer (which consent shall not be unreasonably withheld or delayed), (v) if such assignment is an assignment of a Revolving Loan or a Commitment, such assignment shall not be to any Credit Party or Affiliate thereof and (vi) if such assignment is an assignment of a Term Loan to a Credit Party or Affiliate thereof, such assignment shall be subject to the additional conditions set forth in Section 8.1(i). The parties to each Sale (other than those described in clause (g) or (h) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by Agent (or, if previously agreed with Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any tax forms required to be delivered pursuant to Section 1.9 and payment of an assignment fee in the amount of $3,500 (which assignment fee may be waived by Agent in its sole discretion), provided that (1) if a Sale is a Lender Group Assignment under clause (ii) or (iii) of the definition thereof then no assignment fee shall be due in connection with such Sale, and (2) if a Sale by a Lender is not a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, and concurrently such Lender makes a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is not a Lender Group Assignment, upon Agent (and Borrower, if applicable) consenting to such Assignment (if required), from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment. Subject to the recording of an Assignment by Agent in the Register pursuant to Section 1.7(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a “Lender.” In all instances, each Lender’s liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrower and Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. (b) Any participation by a Lender of all or any part of its Commitments shall be made with the understanding that all amounts payable by Borrowers Borrower hereunder shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or fees Fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral or release any one or more Guarantors if the effect of such release would be to diminish all or substantially all of the collective value of the credit support provided by the Guaranties (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.71.8, 1.9 1.9, 8.3 and 1.109.1, each Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrowers Borrower to the participant and the participant shall be considered to be a “Lender”. .” Except as set forth in the preceding sentence no neither Borrower or nor any other Credit Party shall have any obligation or duty to any participant. Neither Agent nor any Lender (other than the Lender selling a participation) shall have any duty to any participant and may continue to deal solely with the Lender selling a participation as if no such sale had occurred. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts of each participant’s interest with respect to the subject Loan or Commitment (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit Party executing or its other obligations under this Agreement or any of the other Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (c) Except as expressly provided in this Section 8.1, no Lender shall, as between Borrower and that Lender, or 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 participation in, all or any part of the Loans, the Notes or other Obligations owed to such Lender. (d) Holdings and Borrower shall assist each Lender permitted to sell assignments or participations under this Section 9.1 8.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and, if requested by Lender, and the prompt preparation of informational materials for, and the participation of management in meetings with, potential assignees or participants, all on a timetable established by Agent in its sole discretion. Each Credit Party executing this Agreement Holdings and Borrower shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them it and all other information provided by them it and included in such materials. , except that any Budget delivered by Borrower shall only be certified by Borrower as having been prepared by Borrower in compliance with the representations contained in Section 5.5. (e) A Lender may furnish any information concerning Credit Parties in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants); provided, provided that such Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So long as no 9.14. (f) Unless an Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Revolving Loan Loans or Commitments to a potential Lender or participant, if, as of the date of the proposed assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a1.8(a), increased costs or an inability to fund LIBOR Loans under Section 1.10(b1.8(b), or withholding taxes in accordance with Section 1.9(a1.9. Notwithstanding the other provisions of this Section 8.1, no assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this sentence. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans and Advances previously requested from but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each L/C Issuer, each Swing Line Lender and each other Lender hereunder (and interest accrued thereon) with respect to such assigned portion of rights and obligations, and (y) acquire (and fund as appropriate) an applicable pro rata share of Loans, Advances and participations in Letters of Credit and Swing Line Loans then being assigned from such Defaulting Lender. SUCCESSORS AND ASSIGNSNotwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender (g) In addition to the other rights provided in this Section 8.1, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (a) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder. (h) In addition to the other rights provided in this Section 8.1, each Lender may, (x) with notice to Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from Agent or Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Section 1.9, but, with respect to Section 1.9(c), only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 1.9 and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and

Assignment and Participations. Subject to the terms of this Section 9.1, (a) Each Lender may make an assignment to a Qualified Assignee of allsell, transfer, negotiate or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment or any portion thereof or interest therein, including Lender’s rights, title, interests, remedies, powers or duties thereunder. Any participation by Lender of assign all or any part a portion of its rights and obligations hereunder (including all or a portion of its Commitments shall be made and its rights and obligations with the understanding that all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation, and that the holder of any such participation shall not be entitled respect to require Lender Loans) to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, existing Lender (other than a Non-Funding Lender or interest rate or fees payable with respect to, any Loan in which such holder participatesImpacted Lender), (ii) any extension of the scheduled amortization of the principal amount Affiliate or Approved Fund of any Loan in which such holder participates existing Lender or the final maturity date thereof, and (iii) any release of all other Person acceptable (which acceptance shall not be unreasonably withheld or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.7, 1.9 and 1.10, each Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrowers delayed) to the participant and the participant shall be considered to be a “Lender”. Except as set forth in the preceding sentence no Borrower or Credit Party shall have any obligation or duty to any participant. Each Credit Party executing this Agreement shall assist Lender permitted to sell assignments or participations under this Section 9.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested Agent and, if requested by Lender, the preparation of informational materials for, and the participation of management in meetings with, potential assignees or participants. Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them and all other information provided by them and included in such materials. Lender may furnish any information concerning Credit Parties in the possession of Lender from time to time to assignees and participants (including prospective assignees and participants); provided, that Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So as long as no Event of Default has occurred and is continuing, the Borrower Representative; provided, however, that (w) no assignment of the Revolving Loan Commitment to an Affiliate or Approved Fund of any Lender shall be permitted without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), (x) such assignments do not have to be ratable between the Commitments but must be ratable among the obligations owing to and owed by such Lender with respect to a Commitment, (y) for each Commitment, the aggregate outstanding principal amount (determined as of the effective date of the applicable assignment) of the Loans and Commitments subject to any such assignment shall be an integral multiple of $1,000,000, unless such assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Commitment or is made with the prior consent of the Borrower Representative and the Agent, and (z) no sale, assignment, or transfer shall be made to any holders of Capital Stock of any Credit Party or to any Affiliate of any Credit Party or to any holders of Subordinated Debt or any Affiliates of such holders of Subordinated Debt. Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any consent of any Borrower or any other party, to sell or assign or sell participations in any to third parties such portion of its Revolving Loan or Commitments and Loans hereunder as GE Capital deems necessary to a potential Lender or participant, if, as enable GE Capital and its Affiliates to ensure that it and they have no attributable interest in Borrowers for purposes of the Communications Laws or to otherwise comply with the Communications Laws. (b) The parties to each assignment made in reliance on clause (a) above (other than those described in clause (d) or (e) below) shall execute and deliver to the Agent (which shall keep a copy thereof) an Assignment Agreement substantially in the form attached hereto as Exhibit 9.1(b) and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent, together with any existing Note subject to such assignment (or any affidavit of loss therefor acceptable to the Agent), any tax forms required to be delivered pursuant to Section 1.15(c) and payment by the assignee (and not Borrowers) of an assignment fee in the amount of $3,500. Upon receipt of all the foregoing, and conditioned upon such receipt and upon the Agent consenting to such assignment, from and after the effective date specified in such Assignment, the Agent shall record or cause to be recorded in the Register the information contained in such assignment. Notwithstanding anything contained herein to the contrary, any expenses incurred by Agent or any Lender in connection with any assignment will not be borne by Borrowers. (c) Effective upon the entry of such record in the Register, (i) such assignee shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such assignment, relinquish its rights (except for those surviving the termination of the proposed Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Section 9. (d) In addition to the other rights provided in this Section 9.1, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Agent or the Credit Parties or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Lender Securities by notice to the Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a), increased costs under Section 1.10(b), or withholding taxes any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder. (e) In addition to the other rights provided in this Section 1.9(a9.1, each Lender may, (x) with notice to the Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the Agent or the Borrowers, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loan and Revolving Loan); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties, the Agent and the Lenders towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 1.13, 1.15, and 1.16, but only to the extent such participant or SPV delivers any tax forms such Lender is required to collect pursuant to Section 1.15(c) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii), (iii) and (iv) of Section 11.2(c) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.2(c)(v), and (iv) no participation shall be sold to or made with any holders of Capital Stock of any Credit Party or to any Affiliate of any Credit Party or to any holders of Subordinated Debt or any Affiliates of such holders of Subordinated Debt. No party hereto shall institute against any SPV grantee of an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnified Person against any Liability that may be incurred by, or asserted against, such Indemnified Person as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). SUCCESSORS AND ASSIGNSThe agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations.

Assignment and Participations. Subject to the terms of this Section 9.1, Lender may make an assignment to a Qualified Assignee of all, on or after the Effective Date sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment assign all or any portion thereof of the Loan, to or interest therein, including Lender’s rights, title, interests, remedies, powers with one or duties thereunder. Any participation more Persons as may be selected by Lender in its sole and absolute discretion and on terms and conditions satisfactory to Lender in its sole and absolute discretion ("Assignees"), and/or pledge, hypothecate or encumber all or any portion of the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion, and/or sell one or more participation interests in the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion ("Participants"). Borrower and all other Persons associated or connected with the Loan or the Premises shall cooperate in all reasonable respects with Lender in connection with the sale of participation interests in, or the pledge, hypothecation or encumbrance or sale of all or any part portion of, the Loan, and shall, in connection therewith, execute and deliver such estoppels, certificates, instruments and documents as may be reasonably requested by Lender. Borrower grants to Lender the right to distribute financial and other information concerning Borrower, any other Significant Party, the Premises, the other Collateral and all other pertinent information with respect to the Loan to any Person who has purchased a participation interest in the Loan, or who has purchased the Loan, or who has made a loan to Lender secured by the Loan or who has expressed an interest in purchasing a participation interest in the Loan, or expressed an interest in purchasing the Loan or the making of its Commitments a loan to Lender secured by the Loan. If requested by Lender, Borrower shall be made execute and deliver, and shall cause each other Person associated or connected with the understanding that all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents Premises or the other Loan Documents). Solely for purposes of Sections 1.7Collateral to execute and deliver, 1.9 and 1.10at no cost or expense to Borrower, each Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be considered to be a “Lender”. Except as set forth in the preceding sentence no Borrower or Credit Party shall have any obligation or duty to any participant. Each Credit Party executing this Agreement shall assist Lender permitted to sell assignments or participations under this Section 9.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as may be necessary to split the Loan into two or more loans evidenced by separate sets of notes and secured by separate sets of other related Loan Documents to the full extent required by Lender to facilitate the sale of participation interests in the Loan or the sale of the Loan or the making of a loan to Lender secured by the Loan, it being agreed that (a) any such splitting of the Loan will not adversely affect or diminish the rights of Borrower as presently set forth herein and in the other Loan Documents and will not increase the respective obligations and liabilities of Borrower or any other Person associated or connected with the Loan or the Collateral, (b) the Loan Documents securing the Loan as so split will have such priority of lien as may be specified by Lender and (c) the retained interest of Lender in the Loan as so split, if any, shall be requested and, if requested allocated to or among one or more of such separate loans in a manner specified by Lender, the preparation of informational materials for, Lender in its sole and the participation of management in meetings with, potential assignees or participants. Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them and all other information provided by them and included in such materials. Lender may furnish any information concerning Credit Parties in the possession of Lender from time to time to assignees and participants (including prospective assignees and participants); provided, that Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So long as no Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Revolving Loan or Commitments to a potential Lender or participant, if, as of the date of the proposed assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a), increased costs under Section 1.10(b), or withholding taxes in accordance with Section 1.9(a). SUCCESSORS AND ASSIGNSabsolute discretion.

Assignment and Participations. Subject This Agreement and the Obligations of Borrower may not be assigned by Borrower. Lender may, subject to the terms of limitations set forth below, assign or transfer, in whole or in part, any Advances, together with its corresponding rights under this Section 9.1, Lender may make an assignment to a Qualified Assignee of all, or sell participations in, at any time or times, Agreement and the other Loan Documents, Revolving Loan and any Commitment or any portion thereof or interest therein, including Lender’s rights, title, interests, remedies, powers or duties thereunder. Any participation by Lender of further may sell participations in all or any part of any Advances or any other interest in the Obligations or any of its Commitments shall be made with the understanding that all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation, and that the holder obligations under this Agreement to another Person. The rights of any such assignee or participant against Lender in respect of such assignment or participation shall not be entitled to require Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.7, 1.9 and 1.10, each Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be considered to be a “Lender”. Except as are those set forth in the preceding sentence no agreement executed by that Lender in favor of the assignee or participant Dated: 5/23/2003 Amended: 6/11/2004 relating thereto, but such assignee or participant shall not become a party to this Agreement. Lender shall remain solely responsible to Borrower for the performance of its obligations under the Loan Documents. Lender shall retain all voting rights with respect to the Note, the Advances hereunder and the Commitments. Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under the Loan Documents. Notwithstanding the foregoing, nothing contained herein shall in any manner or Credit Party shall have any obligation or duty to any participant. Each Credit Party executing extent affect the right of Lender to assign its Notes and its right to receive and retain payments on its Notes provided Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement shall assist Lender permitted to sell assignments or participations keep, observe and perform all of its obligations under this Section 9.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and, if requested by Lender, the preparation of informational materials for, and the participation of management in meetings with, potential assignees or participants. Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by them and all other information provided by them and included in such materialsAgreement. Lender may furnish any information concerning Credit Parties Borrower in the its possession of Lender from time to time to Affiliates and to assignees and participants (including prospective assignees and participants); provided) and Borrower hereby consents to the provision of such information. Without limitation of the exclusive right of Lender to collect and enforce such Obligations, Borrower agrees that Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 11.7. So long as no Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Revolving Loan or Commitments each disposition will give rise to a potential Lender debtor-creditor relationship of Borrower to the assignee or participant, ifand Borrower authorizes each assignee or participant, as upon the occurrence of the date an Event of the proposed assignment or saleDefault, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a)proceed directly by right of setoff, increased costs under Section 1.10(b)banker’s lien, or withholding taxes otherwise, against any assets of Borrower which may be in accordance with Section 1.9(a). SUCCESSORS AND ASSIGNSthe hands of such assignee or participant.