Common use of Successors and Assigns; Participations; New Lenders Clause in Contracts

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY Lender at any time and from time to time may (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELLsell, ASSIGN OR assign or GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER transfer all or any part of its rights or obligations under ANY LOAN DOCUMENT, LOANSNote, ANY NOTE, THE OBLIGATIONS the obligations AND/OR THE COLLATERAL the collateral TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Lenders Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender Lenders that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of LenderLenders. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender Lenders of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER LENDERS AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS LENDER’S RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS NOTE AND/OR THE COLLATERAL OBLIGATIONS TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the LoansBorrower may not sell, Obligations, assign or transfer any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify any of the Borrower of such transfer and include such transferee’s name and contact informationother Loan Documents, except if such transfer is to an Affiliate of Lender or any of Lenderthe Obligations, or any portion thereof, including Borrower’s financing sourcesrights, title, interests, remedies, powers, and duties hereunder or thereunder.

Successors and Assigns; Participations; New Lenders. The Loan Documents (a) This Agreement shall be binding upon and inure to the benefit of Loan Parties, Agent, each Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and except that no such Person Loan Party may assign, delegate assign or transfer any Loan Document or any of its rights or obligations thereunder under this Agreement without the prior written consent of Agent and each Lender. No rights are intended (b) Each Loan Party acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to be created under any Loan Document for time sell participating interests in the benefit Advances to other Persons (each such transferee or purchaser of any third party doneea participating interest, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREEParticipant”). Each Transferee Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Loan Parties shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Loan Party’s prior written consent, and (ii) in no event shall Loan Parties be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Loan Party hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances. (c) Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $1,500,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording, provided, however, that each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to each of the Revolving Advances and Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement 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 the Revolving Commitment Percentages and/or Term Loan Commitment Percentages as applicable arising from the purchase by such Purchasing Lender of all or a portion of the rights and benefits with respect obligations of such transferor Lender under this Agreement and the Other Documents. Each Loan Party hereby consents to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower addition of such transfer Purchasing Lender and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.the resulting adjustment

Successors and Assigns; Participations; New Lenders. The Loan Documents (a) This Agreement shall be binding upon and shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any NoteLenders, the Obligations and/or any of Agent, MSI, MSUK, Sensors, the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto Obligors and their respective successors and assigns, except that MSI and no such Person MSUK may assign, delegate not assign or transfer any Loan Document of their respective rights and Obligations hereunder or any interest herein. Each Lender may, at its own cost, make assignments of or sell participations in all or any part of its rights Commitments and the Advances made by it to one or obligations thereunder without more banks or other entities, subject to the prior written consent of Lender. No rights are intended to be created under any Loan Document for MSI and the benefit of any third party donee, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits Agent with respect to the Loansany assignee, Obligationssuch consent not to be unreasonably withheld, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision provided that (1) no consent of any Loan DocumentObligor shall be required (A) if an Event of Default exists and is continuing, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest or (B) in the Obligations case of this Agreement, an assignment by a Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of such Lender, and (2) any assignment by a Lender to a Person other than an Affiliate of such Lender may not be made in amounts less than the lesser of $5,000,000 or the amount of the assigning Lender's Commitment. In the case of an assignment, upon receipt by the Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Lender hereunder, the Commitments shall be adjusted accordingly, and upon surrender of any Revolving Credit Notes or Term Notes subject to such assignment, MSI and/or MSUK shall execute and deliver new Revolving Credit Notes or Term Notes to the assignee in an amount equal to the amount of the Revolving Credit Commitment or Term Loan assumed by it and a new Revolving Credit Notes or Term Notes to the assigning Lender in an amount equal to the Revolving Credit Commitment or Term Loan retained by it hereunder. Any Lender which assigns any or all of its Commitment or Loans to a Person other than an Affiliate of such Lender shall pay to the Agent a service fee in the amount of $3,000 for each assignment. In the case of a participation, the participant shall only have the rights specified in Section 11.3 (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto and not to include any voting rights except with respect to changes of the type referenced in Section 15.1) and all of such Lender's obligations under this Agreement or any of Lender’s financing sourcesOther Document shall remain unchanged, and all amounts payable by MSI, MSUK and Sensors hereunder or thereunder shall be determined as if such Lender had not sold such participation.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ Persons other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of Borrower or any Credit PartyGuarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE SUBJECT TO THIS SECTION 12.2, BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may shall be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, (i) Lender or the applicable Transferee shall bear all expenses related to the sale, assignment or granting of a participating interest in the Obligations and Loan Documents, (ii) Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such sale, assignment or granting of a participation not been effected, (iii) Lender and each Transferee shall agree that one agent shall be appointed by them, which agent shall act on their collective behalf in making all decisions and taking all actions under the Loan Documents, including, without limitation, the (a) granting of waivers and consents under the Loan Documents, (b) making of amendments, supplements and modifications to the Loan Documents, (c) declaration and recission of Events of Default, and (d) enforcing the rights of the Lender under the Loan Documents, unless in each case the decision or action of such agent would affect the Lender and Transferee(s) interest in the Loan Documents disproportionately to one another and (vi) Lender shall provide prior written notice to Borrower of any such sale, assignment or granting of a participation indicating the name of the proposed Transferee and shall obtain such Transferee’s written agreement to the foregoing terms. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees (as defined below) and all future holders of the Term Loan, any the Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. EACH CREDIT PARTIES ACKNOWLEDGE PARTY ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY THE NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE TERM LOAN OR UNDER ANY LOAN DOCUMENT, LOANS, ANY THE NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the LoansTerm Loan, Obligations, any Notesthe Note, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person Borrower may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party doneedone, creditor or incidental beneficiary of any Credit Partyeither Obligor or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE EACH OBLIGOR ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY Lender at any time and from time to time may (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELLsell, ASSIGN OR assign or GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER transfer all or any part of its rights or obligations under ANY LOAN DOCUMENT, LOANSloans, ANY NOTEany Note, THE OBLIGATIONS the obligations AND/OR THE COLLATERAL the collateral TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Obligors shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Obligors would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents (a) This Agreement shall be binding upon and inure to the benefit of Borrower and each Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person except that Borrower may assign, delegate not assign or transfer any Loan Document or any of its rights or obligations thereunder under this Agreement without the prior written consent of each Lender. No rights are intended (b) Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to be created under any Loan Document for time sell participating interests in the benefit Advances to other financial institutions (each such transferee or purchaser of any third party doneea participating interest, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”"Transferee"). Each Transferee may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Transferee were the direct holder thereof provided that Borrower shall not be required to pay to any Transferee more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Transferee had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Transferee. Borrower hereby grants to any Transferee a continuing security interest in any deposits, moneys or other property actually or constructively held by such Transferee as security for the Transferee's interest in the Advances. (c) Any Lender may with the consent of the Agent, Lenders and Borrower (which consent of the Agent, Lenders and Borrowers shall not be unreasonably withheld or delayed and which consent of Borrower shall not be required at any time following the occurrence of an Event of Default and during the continuation thereof) sell, assign or transfer all or any part of its rights under this Agreement and the Other Documents to one or more additional banks or financial institutions and one or more additional entities may commit to make Advances hereunder (each a "Purchasing Lender"), in minimum amounts of not less than $500,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender and the transferor Lender, and delivered to Borrower for recording in the Register described in paragraph (d) below. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Commitment Percentage as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement 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 the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and benefits with respect obligations of such transferor Lender under this Agreement and the Other Documents. Borrower hereby consents to the Loansaddition of such Purchasing Lender and the resulting adjustment of the 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 Documents. Borrower shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. (d) Borrower shall maintain at its address a copy of each Commitment Transfer Supplement delivered to it and a register (the "Register") for the recordation of the names and addresses of each Lender and the outstanding principal, Obligationsaccrued and unpaid interest and other fees due and owing hereunder from time to time. The entries in the Register shall be conclusive, any Notes, Collateral and/or Loan Documents held by it as fully as if in the original holder thereofabsence of manifest error, and either Lender or any Transferee Borrower and Lenders may be designated treat each Person whose name is recorded in the Register as the sole agent owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be available for inspection by any Lender at any reasonable time and from time to manage the transactions and obligations contemplated thereintime upon reasonable prior notice. Notwithstanding any other provision of any Loan Document, (e) Borrower authorizes each Lender may to disclose to any Transferee or Purchasing Lender and any prospective Transferee or Purchasing Lender who has signed a confidentiality agreement in substantially the form of Exhibit A attached hereto any and all information, reports, financial statements, certificates and documents obtained under any provision information in such Lender's possession concerning Borrower which has been delivered to such Lender by or on behalf of any Loan DocumentBorrower pursuant to this Agreement or in connection with such Lender's credit evaluation of Borrower. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources15.4.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, of the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTETHIS AGREEMENT, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY Lender at any time and from time to time may (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELLsell, ASSIGN OR assign or GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER transfer all or any part of its rights or obligations under ANY LOAN DOCUMENT, LOANSloans, ANY NOTEany Note, THE OBLIGATIONS the obligations AND/OR THE COLLATERAL the collateral TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY Lender at any time and from time to time may (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELLsell, ASSIGN OR assign or GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER transfer all or any part of its rights or obligations under ANY LOAN DOCUMENT, LOANSNote, ANY NOTE, THE OBLIGATIONS the obligations AND/OR THE COLLATERAL the collateral TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the CollateralCollateral or Security Documents, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE EACH BORROWER AND AGREE GUARANTOR ACKNOWLEDGES AND AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (Ii) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents This Agreement (a) shall inure to the benefit of of, and may be enforced by, the Lender, Transferees Transferees, Participants (to the extent expressly provided in the Loan Agreement) and all future holders of the LoanNotes, and any Note, lender funding to or funding or financing source for the Obligations and/or Lender any of the Collateral, Obligations or any of the Lender Collateral and each of their respective successors and permitted assigns. Each Loan Document , and (b) shall be binding upon and enforceable against the Persons’ other than Lender that are parties thereto Creditor and their respective successors the Company and assigns, the Creditor’s and no such Person may the Company’s permitted assigns and successors. The Creditor and the Company shall not assign, delegate or transfer any Loan Document this Agreement or any of its rights or obligations thereunder without the prior written consent of the Lender. No rights are intended to This Agreement shall be created under any Loan Document for binding upon the benefit of any third party doneeCreditor and the Company and their respective heirs, creditor or incidental beneficiary of any Credit Partyadministrators, executors, successors and assigns. Nothing contained in this Agreement or any other Loan Document shall be construed as a delegation to the Lender or any Lender of any other Personthe Company’s duty of performance. CREDIT PARTIES ACKNOWLEDGE EACH OF THE CREDITOR AND AGREE THE COMPANY ACKNOWLEDGES AND AGREES THAT THE LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE REISSUE (WITHOUT ANY NOTESUBSTANTIVE CHANGES OTHER THAN THOSE RESULTING FROM SUCH DIVISION) THE NOTES, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANSTHIS AGREEMENT, ANY NOTE, THE OBLIGATIONS OBLIGATIONS, THE LENDER COLLATERAL AND/OR THE COLLATERAL LOAN DOCUMENTS TO ONE OR MORE OTHER PERSONS (PERSONS, IN EACH SUCH TRANSFEREECASE ON THE TERMS AND CONDITIONS IN THE LOAN AGREEMENT. The terms “Lender” in this Agreement includes Transferees and Participants and successors and assigns, ASSIGNEE OR PURCHASER, A “TRANSFEREE”)each of which shall have all rights and benefits of the Lender hereunder. Each Transferee and Participant and lender to or funding or financing source for the Lender (to the extent provided in the Loan Agreement) shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral Lender Collateral, this Agreement and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of this Agreement or any Loan DocumentDocument or any other document executed in connection with any of the foregoing or evidencing or with respect to any Subordinated Debt, the Lender may disclose to any Transferee or Participant all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In this Agreement; provided, that Transferees and Participants shall be subject to the event of any transfer of any portion of Lender’s right and interest confidentiality provisions contained in the Obligations of this Agreement, Lender agrees Loan Agreement that are applicable to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; PROVIDED THAT, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party doneeparty, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. EACH CREDIT PARTIES ACKNOWLEDGE PARTY ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Lender shall notify Borrower in writing of any such transfer before Lender or Transferee may declare an Event of Default or assess any late fees, default interest or other similar remedies for the failure to pay the appropriate party. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In , provided, that, such Transferee agrees to be bound the event of any transfer of any portion of Lender’s right and interest confidentiality provisions set forth in the Obligations Section 12.10 of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELLsell, ASSIGN OR assign or GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"), provided that all such assignments or transfers shall be in -------- ---- minimum amount of $500,000 or, if less, Lender's entire interest under the Loan Documents and, provided further, that any such transfer by Lender shall not be -------- ------- to a Person known by Lender to be a competitor of Borrower. Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan -------- ---- Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the CollateralCollateral or Security Documents, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE EACH BORROWER AND AGREE GUARANTOR ACKNOWLEDGES AND AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.158

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY Lender at any time and from time to time may (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELLsell, ASSIGN OR assign or GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER transfer all or any part of its rights or obligations under ANY LOAN DOCUMENT, LOANSNote, ANY NOTE, THE OBLIGATIONS the obligations AND/OR THE COLLATERAL the collateral TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”), provided that all such assignments or transfers shall be in minimum amount of $500,000 or, if less, Lender’s entire interest under the Loan Documents and, provided further, that any such transfer by Lender shall not be to a Person known by Lender to be a competitor of Borrower. Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ ' other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “"TRANSFEREE”"). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein, provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The DIP Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations obligations and/or any of the Collateral, and each of their respective successors and assigns. Each DIP Loan Document shall be binding upon the Persons’ Persons other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any DIP Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any DIP Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor, including, but not limited to, any trustee or examiner succeeding to the rights of Borrower pursuant to Chapter 11 of the Bankruptcy Code or pursuant to any conversion to a case under Chapter 7 of the Bankruptcy Code. Nothing contained in any DIP Loan Document shall be construed as a delegation to Lender of any other Person’s 's duty of performance. CREDIT PARTIES ACKNOWLEDGE XXXXXXXX ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY DIP LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Financing Orders, Loans, Obligations, any Notes, Collateral and/or DIP Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole sale agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any DIP Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any DIP Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any DIP Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders Section 14.3 (c) of the LoanCredit Agreement is hereby amended and restated in its entirety as follows: Any Lender (x) may sell, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate assign or transfer any Loan Document all or any part of its rights and obligations under or obligations thereunder without relating to Revolving Advances and/or Swing Loans under this Agreement and the prior written Other Documents to an Affiliate of such assigning Lender or to another Lender or an affiliate of another Lender, and (y) with the consent of Agent which shall not be unreasonably withheld or delayed, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Swing Loans under this Agreement and the Other Documents to one or more additional banks or financial institutions and one or more additional banks or financial institutions may commit to make Advances hereunder (each a “Purchasing Lender”) in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. No rights are intended Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to be created under any Loan Document for the benefit of any third party doneesuch Commitment Transfer Supplement, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document (i) Purchasing Lender thereunder shall be construed a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Commitment Percentage as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a delegation novation for that purpose. Such Commitment Transfer Supplement 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 the Commitment Percentages arising from the purchase by such Purchasing Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all or a portion of the rights and benefits with respect obligations of such transferor Lender under this Agreement and the Other Documents. Credit Parties hereby consent to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by it as fully as if such Purchasing Lender of all or a portion of the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions rights and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer transferor Lender under this Agreement and include the Other Documents. Credit Parties shall execute and deliver such transferee’s name further documents and contact information, except if do such transfer is further acts and things in order to an Affiliate of Lender or any of Lender’s financing sourceseffectuate the foregoing.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Lender. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of any Credit PartyBorrower or Guarantor. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein; provided that, notwithstanding anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee any sum in excess of the sum which Borrower would have been obligated to pay to Lender had such participation not been effected. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of LenderDocument subject to such Transferee’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sourcesbeing bound by Section 12.14 hereof.

Successors and Assigns; Participations; New Lenders. (a) The Loan Documents shall inure to the benefit of Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto to each Loan Document and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder under the Loan Documents without the prior written consent of Lender (which consent shall be in Lender’s sole discretion. No rights are intended to be created under any Loan Document for the benefit of any third party doneeparty, creditor or incidental beneficiary of any Credit Loan Party. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE BORROWER ACKNOWLEDGES AND AGREE AGREES THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE THE LOAN OR ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Borrowers agree to cooperate with Lender in connection with any such restatement, division, sale, assignment or transfer. Each Transferee shall have all of the rights and benefits with respect to the LoansLoan, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated thereinin the Loan Documents. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sources.

Successors and Assigns; Participations; New Lenders. The Loan Documents (a) This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each Lender, Transferees and all future holders of the Loan, any Note, the Obligations and/or any of the Collateral, and each of their respective successors and assigns. Each Loan Document shall be binding upon the Persons’ other than Lender that are parties thereto and their respective successors and assigns, and except that no such Person Borrower may assign, delegate assign or transfer any Loan Document or any of its rights or obligations thereunder under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender. No rights are intended (b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to be created under any Loan Document for time sell participating interests in the benefit of any third party donee, creditor or incidental beneficiary of any Credit Party. Nothing contained in any Loan Document shall be construed as a delegation Advances to Lender of any other Person’s duty of performance. CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANS, ANY NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”)Persons. Each Transferee shall have Participant may exercise all rights of the payment (including rights and benefits of set- off) with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the original direct holder thereof, and either Lender or any Transferee may thereof provided that (i) Borrowers shall not be designated as the sole agent required to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose pay to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In Participant more than the event of any transfer of any portion of Lender’s right and amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of this Agreementthe participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender agrees and such Participant. Each Borrower hereby grants to so notify any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Borrower Participant’s interest in the Advances. (c) Any Lender, with the consent of such Agent (which shall not be unreasonably withheld or delayed), may sell, assign or transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender all or any part of its rights and obligations under or relating to Revolving Advances and/or Equipment Loans under this Agreement and the Other Documents to one or more Eligible Assignees and one or more Eligible Assignees may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000 (or its entire interest, if less), pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording, provided, however, that each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s financing sources.rights and obligations under this Agreement with respect to each of the Revolving Advances and/or Equipment Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Equipment Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the

Successors and Assigns; Participations; New Lenders. The Loan Documents This Agreement --------------------------------------------------- (a) shall inure to the benefit of of, and may be enforced by, the Lender, Transferees Transferees, Participants (to the extent expressly provided in the Loan Agreement) and all future holders of the LoanNotes, and any Note, lender funding to or funding or financing source for the Obligations and/or Lender any of the Collateral, Obligations or any of the Lender Collateral and each of their respective successors and permitted assigns. Each Loan Document , and (b) shall be binding upon and enforceable against the Persons’ other than Lender that are parties thereto Creditor and their respective successors the Company and assigns, the Creditor's and no such Person may the Company's permitted assigns and successors. The Creditor and the Company shall not assign, delegate or transfer any Loan Document this Agreement or any of its rights or obligations thereunder without the prior written consent of the Lender. No rights are intended to This Agreement shall be created under any Loan Document for binding upon the benefit of any third party doneeCreditor and the Company and their respective heirs, creditor or incidental beneficiary of any Credit Partyadministrators, executors, successors and assigns. Nothing contained in this Agreement or any other Loan Document shall be construed as a delegation to the Lender or any Lender of any other Person’s the Company's duty of performance. CREDIT PARTIES ACKNOWLEDGE EACH OF THE CREDITOR AND AGREE THE COMPANY ACKNOWLEDGES AND AGREES THAT THE LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE REISSUE (WITHOUT ANY NOTESUBSTANTIVE CHANGES OTHER THAN THOSE RESULTING FROM SUCH DIVISION) THE NOTES, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, LOANSTHIS AGREEMENT, ANY NOTE, THE OBLIGATIONS OBLIGATIONS, THE LENDER COLLATERAL AND/OR THE COLLATERAL LOAN DOCUMENTS TO ONE OR MORE OTHER PERSONS (PERSONS, IN EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”). Each Transferee shall have all of the rights and benefits with respect to the Loans, Obligations, any Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof, and either Lender or any Transferee may be designated as the sole agent to manage the transactions and obligations contemplated therein. Notwithstanding any other provision of any Loan Document, Lender may disclose to any Transferee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. In the event of any transfer of any portion of Lender’s right and interest in the Obligations of this Agreement, Lender agrees to so notify the Borrower of such transfer and include such transferee’s name and contact information, except if such transfer is to an Affiliate of Lender or any of Lender’s financing sourcesCASE ON THE TERMS AND CONDITIONS IN THE LOAN AGREEMENT.