Physicians Formula Holdings (FACE)

9.6           Successors and Assigns; Participation; Purchasing Lenders.

(a)           This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Agent, all future holders of the Notes and their respective successors and assigns, except that the Borrower may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of each Lender.

(b)           Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in the rights of such Lender hereunder and under the other Loan Documents; provided any such sale must result in the Participant acquiring at least a $1,000,000 (with concurrent sales to one or more Affiliates of a Participant being treated as a single assignment for purposes of meeting such minimum amount) risk participation interest in

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the aggregate amount of obligations under this Agreement and the other Loan Documents.  A Participant shall have the right only to vote on the extension of regularly scheduled maturity of principal or interest under a Note, extension of the expiration of a Letter of Credit, reduction of the principal amount or rate of interest of a Note, reduction of the amount to be reimbursed under any Letter of Credit, or the release of any significant portion of the Collateral or the Guarantor Collateral.  In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Note and the participant in such Letters of Credit for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents.

(c)           Any Lender may at any time sell to any of its Affiliates or Related Funds or to any Lender, any Affiliate or Related Fund thereof or to one or more additional lenders that are approved by the Borrower (“Purchasing Lenders”), such approval not to be unreasonably withheld or delayed and not to be required if a Default has occurred and is continuing, and the Agent, such approval not to be unreasonably withheld or delayed, all or any part of its rights and obligations under this Agreement, the Notes and the other Loan Documents pursuant to an Assignment and Acceptance executed by such Purchasing Lender and such transferor Lender, and delivered to the Agent for its acceptance and recording in the Register (as defined below), accompanied by a $3,500 processing fee (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a Related Fund); provided, however, that (i) any such sale (other than a sale of all of the selling Lender’s interest hereunder) must result in the Purchasing Lender having an interest in at least $5,000,000 in aggregate amount of obligations under this Agreement and the other Loan Documents (except such minimum amount shall not apply to an assignment by a Lender to (x) an Affiliate of such Lender or a Related Fund of such Lender, (y) another Lender or (z) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount assigned to all such new Lenders is at least $5,000,000) and (ii) no approval of the Borrower or the Agent shall be required in connection with any assignment by a Lender to an Affiliate of such Lender, another Lender or a Related Fund.  Upon such execution and delivery from and after the transfer effective date determined pursuant to such assignment document, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in the Assignment and Acceptance, have the rights and obligations of a Lender hereunder with Commitments as set forth therein, and (y) the transferor Lender thereunder shall, to the extent of such assigned portion and as provided in the Assignment and Acceptance, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a transferor Lender’s rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto).  Any such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the other Loan Documents.  The Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Purchasing Lender in an amount equal to the Commitments assumed by it, and if

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the transferor Lender has retained a Commitment hereunder, a new Note or Notes to the order of the transferor Lender in an amount equal to such Commitment retained by it hereunder.  Such new Notes shall be dated the Closing Date.  Notwithstanding anything to the contrary contained in this Section 9.6(c), a Lender may assign any or all of its rights under the Loan Documents to an Affiliate of such Lender or a Related Fund of such Lender without delivering an Assignment and Acceptance to the Agent or any other Person (a “Related Party Assignment”); provided, however, that (i) the assigning Lender promptly delivers notice to the Agent of such assignment identifying the assignee in detail reasonably acceptable to the Agent, (ii) the Borrower and the Agent may continue to deal solely and directly with such assigning Lender until an Assignment and Acceptance has been delivered to the Agent for recordation in the Register, and provided that the failure of such assigning Lender to deliver an Assignment and Acceptance to the Agent shall not affect the legality, validity, or binding effect of such assignment and (iii) an Assignment and Acceptance between the assigning Lender and an Affiliate of such Lender or a Related Fund of such Lender shall be effective as of the date specified in such Assignment and Acceptance.

(d)           The Agent shall maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts of the Loans owing to and, if applicable, the Letters of Credit participated in by, each Lender from time to time.  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loans recorded therein for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e)           Upon its receipt of an Assignment and Acceptance executed by a transferor Lender and Purchasing Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Affiliate or Related Fund thereof, by the Borrower (if required) and the Agent (if required)) the Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register.

(f)            The Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the Borrower, the other Loan Parties and the Affiliates thereof which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan Document or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and the other Loan Parties; provided that such Transferee or prospective Transferee agrees in writing to maintain the confidentiality of such information in accordance with the provisions of Section 9.15.

(g)           Nothing herein shall prohibit any Lender from pledging or assigning any of its interest and rights under this Agreement and its Notes to any Federal Reserve Bank in accordance with applicable law.  In addition, the Borrower hereby acknowledges that each Lender and each of its Affiliates and Related Funds may at any time pledge or grant a security interest in all or any portion of the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender and Related Funds; provided that no such pledge or grant

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