CREDIT AGREEMENT – Page 34

At any time after any Revolving [[Lender:Organization]] has purchased and funded a participation in a Swing Line Loan, if the Swing Line [[Lender:Organization]] receives any payment on account of such Swing Line Loan, the Swing Line [[Lender:Organization]] will promptly remit such Revolving [[Lender:Organization]]’s Pro Rata Share of such payment to the Administrative [[Agent:Organization]] (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving [[Lender:Organization]]’s participation was funded) in like funds as received by the Swing Line [[Lender:Organization]], and any such amounts received by the Administrative [[Agent:Organization]] will be remitted by the Administrative [[Agent:Organization]] to the Revolving Lenders that shall have funded their participations pursuant to [Section 2.03(c)(ii)] to the extent of their interests therein.

If, at any time after the applicable Issuing Bank has made payment in respect of any drawing under any Letter of Credit issued by it and has received from any Revolving [[Lender:Organization]] its Letter of Credit Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative [[Agent:Organization]] receives for the account of such Issuing Bank any payment in respect of the related Reimbursement Obligation or, in the case of any Reimbursement Obligation denominated in any Alternative Currency (but expressed in its Dollar Amount), an additional amount equal to the amount required to convert Dollars into the currency of the unreimbursed drawing or, in each case, interest thereon (whether directly from the [[Borrower:Organization]] or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative [[Agent:Organization]]), the Administrative [[Agent:Organization]] will distribute to such [[Lender:Organization]] its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such [[Lender:Organization]]’s Letter of Credit Advance was outstanding) in like funds as received by the Administrative [[Agent:Organization]].

Repayment of Participations. (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon, the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.

With the consent of Borrower (which consent of Borrower shall not be # required if # a Payment Default or an Insolvency Default has occurred and is continuing or # any other Event of Default has occurred and has been continuing for a period of at least 30 days, or # other than with respect to Direct Competitors, unreasonably withheld, conditioned or delayed), any Lender may assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or any ratable part of all, of the Obligations, the Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (or the remaining amount of any Lender’s Revolver Commitment or amount of Loans, if less); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until # written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, # such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance, fully executed and delivered by each party thereto, and # the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the consent of Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.

Portfolio Loans and Purchased Participations

88 [Section 10.09]. Assignments, Participations, Etc.

#Successors and Assigns; Participations and Assignments

such Portfolio Loans or Purchased Participations: