Section 9.02 Participations and you can Transfers. (a) Lender may in accordance with applicable law at any time sell to one or more banks or other entities (Users) participating interests in all or a portion of Lender’s rights and obligations under this Agreement, the Note and the other Loan Documents; considering, that (i) Borrower has consented to such sale; provided, however, Related Site Borrower’s consent shall not be required in the event that (A) such Participant is an Affiliate of Lender or (B) an Event of Default has occurred and (ii) each such sale shall represent an interest in the Note in an aggregate principal amount of $1,000,000 or more. In the event of any such sale by Lender of participating interests to a Participant, Lender shall remain the holder of the Note for all purposes under this Agreement and Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement.

One assignment otherwise transfer by the Lender from rights or debt below this Agreement that does not comply with which Area 9

(b) Lender may in accordance with applicable law at any time assign, pledge, hypothecate, or otherwise transfer to one or more banks, financial institutions, investment companies, investment funds or any other Person (each, a ) all or a portion of Lender’s rights and obligations under this Agreement, the Note and the other Loan Documents; provided, that (i) Borrower has consented to such assignment, pledge, hypothecation, or other transfer; provided, however, Borrower’s consent shall not be required in the event that (A) such is an Affiliate of Lender or (B) an Event of Default has occurred; (ii) absent an Event of Default, Lender shall give at least ten days’ prior notice thereof to Borrower; and (iii) that each such sale shall represent an interest in the Note in an aggregate principal amount of $1,000,000 or more. In the event of any such assignment, pledge, hypothecation or transfer by Lender of Lender’s rights under this Agreement, the Note and the other Loan Documents, Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. Lender (acting as agent for Borrower) shall maintain at its address referred to in Section a register (the Register) for the recordation of the names and addresses of s, and the principal amount of the interest in the Note held by each thereof. The entries in the Register shall be prima facie conclusive and binding, and Borrower e is recorded in the Register as the owner of the principal amount of the Note recorded therein for all purposes of this Agreement. No assignment shall be effective until it is recorded in the Register.

(c) Upon written request of Lender and surrender of the Note, Borrower hereby agrees to exchange the Note for one or more new Notes, each in the denomination and in the name of such Person or Persons requested by Lender (provided, that each new Note shall represent an interest in the Note in an aggregate initial principal amount of $1,000,000 or more).

Transferee

(e) In spite of anything to the opposite set forth inside Part 9.02, Financial should never be permitted to simply take some of the strategies established in this Point within the title of the CSFB Financing Agreement without having any previous composed consent from CSFB.

Section 9.03 Bank and you can Participant Register. (a) Subject to acceptance and recording thereof pursuant to paragraph (b) of this Section 9.03, from and after the effective date specified in each assignment and acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment and acceptance, have the rights and obligations of Lender under this Agreement. 03 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.02.