Common use of Successors and Assigns Participations Clause in Contracts

Successors and Assigns Participations. (a) Each Lender may assign to one or more other Eligible Assignees or, during the existence and continuance of an Event of Default, to any Person (each, an "Assignee"), all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) any such assignment (other than an assignment by a Lender to an Affiliate of such Lender) shall not be made without the prior written consent of the Administrative Agent and, if a Default or Event of Default has not occurred and is not continuing, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of Default, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, and (iii) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length herein.

Successors and Assigns Participations. (a) Each Lender may assign to one or more other Eligible Assignees or, during the existence and continuance The provisions of an Event of Default, to any Person (each, an "Assignee"), all or a portion of its rights and obligations under this Agreement (includingshall be binding upon and inure to the benefit of the respective successors, without limitationassigns, all or a portion heirs, beneficiaries and representatives of its Commitment, the outstanding Loans made by it Borrower and the Note or Notes held by it)Lender; provided, however, that (i) Borrower may not assign or transfer any such assignment (other than an assignment by a Lender to an Affiliate of such Lender) shall not be made its rights under this Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. No consent by Lender to any assignment shall release Borrower from its liability for the Administrative Agent andObligations. Borrower acknowledges and agrees that, if a Default without the consent of, or Event of Default notice to, Borrower (i) Lender has not occurred and is not continuingthe right, to sell, transfer, or assign, in whole or in part, any interest in, the Co-Borrowers Loan, and Lender’s rights, obligations, and benefits under this Agreement and the other Loan Documents ((other than the Warrant, as to be evidenced which assignment, transfer and other such actions are governed by their counter execution of the relevant Assignment and Acceptanceterms thereof), which consent shall not be unreasonably withheld, and (ii) except Lender may at any time and from time to time sell participating interests in the case of an assignment by a Lender Loan to an Affiliate of other Persons (each such Lender or during the existence and continuance purchaser of a Default or Event of Defaultparticipating interest, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) a “Participant”). Each assignee shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, and (iii) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be become a party hereto to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceof the interest assigned, shall have the rights and obligations of the assigning Lender hereunder with respect thereto under this Agreement, and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and Acceptanceassignment, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance Agreement (and, in the case of an Assignment and Acceptance assignment covering all or of the remaining portion of such assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment). The terms Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower 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 Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and provisions to any transferee or prospective transferee of each Assignment any interest in the Loan any and Acceptance shallall financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, upon the effectiveness thereofor in connection with, be incorporated into and made a part of this Agreement, and provided such person agrees to the covenantsconfidentiality provisions of Section 8.3 herein with respect to the same, agreements and obligations of each Lender set forth therein to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall be deemed made not inure to and for the benefit of the Administrative Agent and the any Participant hereunder or any other parties hereto as if set forth at length hereintransferee or assignee, other than an Affiliate of Lender.

Successors and Assigns Participations. Notwithstanding anything herein to the contrary, (aA) Each no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder except that (x) the Revolving Commitment of any Defaulting Lender may assign to one not be increased or extended, or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender materially and more adversely than the other Eligible Assignees oraffected Lenders shall require the consent of such Defaulting Lender, during (B) only the existence consent of the applicable Issuing Bank and continuance of an Event of Default, the Administrative Agent shall be required with respect to any Person (eachamendment that, an "Assignee"), all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) extends the Letter of Credit Expiration Date beyond the Final Maturity Date, (ii) extends the time for payment of any interest, fees or premium payable to such Issuing Bank (it being understood that no amendment, modification or waiver of any condition precedent, covenant, or event of default shall constitute any such assignment extension), (other than an assignment by a Lender iii) reduces any reimbursement obligation in respect of any Letter of Credit owed to an Affiliate such Issuing Bank or (iv) increases the Letter of Credit sublimit of such LenderIssuing Bank, (C) shall not be made without the prior written consent of the Administrative Agent andor the applicable Issuing Bank, if a Default as applicable, will also be required with respect to modifications of the Financing Documents which adversely affects the rights and duties of the Administrative Agent or Event such Issuing Bank and (D) the Borrower and the Administrative Agent may (or, at the written direction of Default has not occurred and is not continuingthe Borrower, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and AcceptanceAdministrative Agent shall), which without the need to obtain consent shall not be unreasonably withheldof any other Lender (other than, in the case of clause (x)(iv) below, the Extending Lenders with respect to the applicable Extended Commitments)or Issuing Bank, enter into an amendment or other modification to this Agreement and the other Financing Documents (x) to effectuate (i) any Additional Secured Indebtedness satisfying the conditions of Section 2.23 (Additional Secured Indebtedness), (ii) except in any Additional Unsecured Indebtedness satisfying the case conditions of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of DefaultSection 2.24 (Additional Unsecured Indebtedness), the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, and (iii) any increase in Revolving Commitments in accordance with Section 2.25 (Increase of Revolving Commitments) and (iv) any Extension Amendment in accordance with Section 2.28 (Amend and Extend) and (y) to permit the parties extensions of credit from time to each such assignment will execute time thereunder and deliver the accrued interest and fees in respect thereof to the Administrative Agent, for its acceptance share equally and recording ratably in the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions benefits of this Agreement and the other Loan Documents relating to indemnification or payment of feesFinancing Documents, costs and expensesas applicable (including, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of by the Administrative Agent modifications to the “Required Lender” definition and the other parties hereto as if set forth at length hereinrelated definitions).

Successors and Assigns Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign to one or more other Eligible Assignees or, during the existence and continuance of an Event of Default, to otherwise transfer any Person (each, an "Assignee"), all or a portion of its rights or obligations hereunder without the prior written consent of each of the Lenders. Each of the Lenders may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (including, without limitation, an “Assignee”) and after any such assignment/transfer the expression such “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or a part of such Lender’s obligations may only be effected if the transferee shall undertake to become bound by the terms of this Agreement and thereafter that transferee alone shall be obliged to perform that portion of the Lender’s obligations which corresponds to its Commitmentinterest; Upon request, the outstanding Loans made Borrower shall execute and deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.06(c) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by it reason of this Agreement. Subsequent to any assignment by any Lender to an Assignee, such Lender will notify the Borrower of such assignment. The parties to each assignment shall execute and deliver to the Note or Notes held by it)Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of US$1,000; provided, however, that (i) any the Administrative Agent may, in its sole discretion, elect to waive such assignment (other than an assignment by a Lender to an Affiliate of such Lender) processing and recordation fee. The assignee, if it shall not be made without the prior written consent of the Administrative Agent anda Lender, if a Default or Event of Default has not occurred and is not continuing, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of Default, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, and (iii) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length hereinDetails Form.

Successors and Assigns Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign to one or more other Eligible Assignees or, during the existence and continuance of an Event of Default, to otherwise transfer any Person (each, an "Assignee"), all or a portion of its rights or obligations hereunder without the prior written consent of each of the Lenders. Each of the Lenders may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (including, without limitation, an “Assignee”) and after any such assignment/transfer the expression such “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or a part of such Lender’s obligations may only be effected if the transferee shall undertake to become bound by the terms of this Agreement and thereafter that transferee alone shall be obliged to perform that portion of the Lender’s obligations which corresponds to its Commitmentinterest; Upon request, the outstanding Loans made Borrower shall execute and deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section10.06(c) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by it reason of this Agreement. Subsequent to any assignment by any Lender to an Assignee, such Lender will notify the Borrower of such assignment. The parties to each assignment shall execute and deliver to the Note or Notes held by it)Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of US$1,000; provided, however, that (i) any the Administrative Agent may, in its sole discretion, elect to waive such assignment (other than an assignment by a Lender to an Affiliate of such Lender) processing and recordation fee. The assignee, if it shall not be made without the prior written consent of the Administrative Agent anda Lender, if a Default or Event of Default has not occurred and is not continuing, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of Default, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, and (iii) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length hereinDetails Form.

Successors and Assigns Participations. (a) Each Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf the Borrowers, any Guarantor, any ERISA Affiliate, any Subsidiary of any thereof, or the Lender, that are contained in this Agreement shall bind and inure to the benefit of such Persons and their respective successors and assigns. The Lender may assign shall have the unrestricted right at any time or from time to one time and without the Borrowers’ (or more other Eligible Assignees or, during the existence and continuance of an Event of Defaultany Guarantors’) consent, to any Person (eachsell, an "Assignee")assign, endorse, or transfer all or a any portion of its rights and obligations under this Agreement hereunder to one or more banks or other entities (each, an “Assignee”) and, each of the Borrowers (and each Guarantor) agrees that it shall execute, or cause to be executed such documents, including, without limitation, all or a portion amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of its Commitment, the outstanding Loans made by it Lender and the Note or Notes held by it); provided, however, that (i) any such assignment (other than an assignment by a Lender to an Affiliate of such Lender) shall not be made without the prior written consent Assignee, each of the Administrative Agent Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if a Default or Event the Lender has retained any of Default has its rights and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not occurred and is not continuingin discharge of, the Co-Borrowers (to be liability evidenced by their counter execution of the relevant Assignment note held by the Lender prior to such assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of Default, reflect the amount of the Commitment of respective loans held by such Assignee and the assigning Lender being assigned pursuant after giving effect to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall . Upon the execution and delivery of appropriate assignment and documentation, amendments and other documentation required by the Lender in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, and (iii) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together connection with any Note or Notes subject to such assignment, and the payment by Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment purchase price agreed to by the Lender and Acceptancesuch Assignee, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the such Assignee thereunder shall be a party hereto and, to the extent that rights this Agreement and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have all of the rights and obligations of the assigning Lender hereunder with respect thereto (and (Bunder any and all other guaranties, documents, instruments and agreements executed in connection herewith) the assigning Lender shall, to the extent that such rights and obligations hereunder have been assigned by it the Lender pursuant to such Assignment the assignment documentation between the Lender and AcceptanceAssignee, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and Lender shall be released from its obligations under this Agreement, other than hereunder and thereunder to a corresponding extent. A Borrower may not assign or transfer any of its rights or obligations arising prior to hereunder without the effective date written consent of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein any such assignment or transfer without such consent shall be deemed made to null and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length hereinvoid.

Successors and Assigns Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that any Loan Party may not assign to one or more other Eligible Assignees or, during the existence and continuance of an Event of Default, to otherwise transfer any Person (each, an "Assignee"), all or a portion of its rights and or obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) any such assignment (other than an assignment by a Lender to an Affiliate of such Lender) shall not be made hereunder without the prior written consent of the Administrative Agent Lender (and any other attempted assignment or transfer by any Loan Party shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, if a Default or Event of Default has not occurred and is not continuingto the extent expressly contemplated hereby, the Co-Borrowers (to be evidenced Indemnitees) any legal or equitable right, remedy or claim under or by their counter execution reason of this Agreement. The Lender, acting solely for this purpose as an agent of the relevant Assignment Borrower, shall maintain at one of its offices in the United States a copy of each assignment agreement delivered to it and Acceptancea register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, which and the Borrower shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Lender may, without the consent of, or notice to, the Borrower, sell participations to any Person (other than a natural person) (each a "Participant") in all or a portion of the Lender's rights and/or obligations under this Agreement (including all or a portion of the Revolving Credit Commitment and/or the Loans owing to it); provided that (i) the Lender's obligations under this Agreement shall not be unreasonably withheldremain unchanged, (ii) except in the case of an assignment by a Lender shall remain solely responsible to an Affiliate the Borrower for the performance of such Lender or during the existence and continuance of a Default or Event of Default, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000, obligations and (iii) the parties Borrower shall continue to each such assignment will execute deal solely and deliver to directly with the Administrative Agent, for its acceptance and recording Lender in connection with the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, . Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall cease retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that postpones any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lender hereunder or under any other Loan Document, that reduces the principal of, or the rate of interest specified herein on, any Loan or any fees payable hereunder or under any other Loan Document, except in accordance with the terms of any Loan Document. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.5 [Increased Costs] and 5.6 [Taxes] (subject to the requirements and limitations therein, including the requirements under Section 5.6.8 [Status of Lenders] (it being understood that the documentation required under Section 5.6.8 [Status of Lenders] shall be delivered to the participating Lender)) to the same extent as if it were the Lender and had acquired its interest by assignment rather than participation; provided that such Participant (A) agrees to be subject to the provisions of Sections 5.3.2; and (B) shall not be entitled to receive any greater payment under Sections 5.5 [Increased Costs] and 5.6 [Taxes] than the Lender would have been entitled to receive with respect to the participation sold to such Participant. The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto. If the Lender sells a participation, it shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that the Lender shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The terms and provisions of each Assignment and Acceptance shall, upon entries in the effectiveness thereof, Participant Register shall be incorporated into and made a part of this Agreementconclusive absent manifest error, and the covenants, agreements and obligations Lender shall treat each Person whose name is recorded in the Participant Register as the owner of each Lender set forth therein shall be deemed made such participation for all purposes of this Agreement notwithstanding any notice to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length hereincontrary.

Successors and Assigns Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign to one or more other Eligible Assignees or, during the existence and continuance otherwise transfer any of an Event of Default, to any Person his (each, an "Assignee"), all or a portion of her) or its rights and or obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) any such assignment (other than an assignment by a Lender to an Affiliate of such Lender) shall not be made hereunder without the prior written consent of the Administrative Agent and, if a Default Lender. The Lender may assign and transfer all or Event any part of Default has not occurred its rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and is not continuing, after any such assignment/transfer the Co-Borrowers (expression the “Lender” shall be deemed to be evidenced by include such assignees/transferees to the extent or their counter execution respective interests; provided that any transfer of all or part of the relevant Assignment Lender’s obligations may only be effected if the transferee shall undertake to become bound by the terms of this Agreement and Acceptance), thereafter that transferee alone shall be obliged to perform that portion of the Lender’s obligations which consent corresponds to its interest; provided further that ABN AMRO shall at all times hold not be unreasonably withheld, (ii) except in less than 50% of the case of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of Default, the aggregate principal amount of the Commitment of Loans. Upon request, the assigning Lender being assigned pursuant Borrower shall execute and deliver any documents reasonably necessary or appropriate to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (B) $5,000,000, and (iii) other than the parties to each such assignment will execute hereto, their respective successors and deliver assigns permitted hereby, Participants to the Administrative Agent, for its acceptance and recording extent provided in the Register, an Assignment and Acceptance (an "Assignment and Acceptance"Section 9.07(b) in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceexpressly contemplated hereby, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (BIndemnitees) the assigning Lender shallany legal or equitable right, to the extent that rights and obligations hereunder have been assigned remedy or claim under or by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part reason of this Agreement. Subsequent to any assignment by the Lender to an Assignee, and the covenants, agreements and obligations Lender will notify the Borrower of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length hereinsuch assignment.

Successors and Assigns Participations. The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on each Loan Party and its permitted assigns (aif any). No Loan Party shall assign its obligations under this Agreement or any of the other Loan Documents without Agent’s express prior written consent (as directed by the Required Lenders), and any such attempted assignment shall be void and of no effect. Any Lender may assign, transfer, or endorse its rights hereunder and under the other Loan Documents without prior notice to the Loan Parties (other than to a Disqualified Institution or to a Defaulting Lender), and all of such rights shall inure to the benefit of such Lxxxxx’s successors and assigns; provided that as long as no Default or Event of Default has occurred and is continuing, no Lender may assign, transfer or endorse its rights hereunder or under the Loan Documents to any party that is a Disqualified Institution or Defaulting Lender, it being acknowledged that in all cases, any transfer to a Controlled Investment Affiliate of any Lender shall be allowed; provided that, notwithstanding anything to the contrary herein, until the first anniversary of the Closing Date, no Lender shall assign, transfer or endorse its rights hereunder or under the Loan Documents to any Person other than such Lxxxxx’s Affiliates and any other Lender party hereto. Agent, acting solely for this purpose as an agent of the Loan Parties, shall maintain at one of its offices in the State of New York a copy of each assignment delivered to it in connection with any assignment by a Lender, and a register for the recordation of the names and addresses of each Lender, and the Term Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Agent and Lxxxxx shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Loan Parties and Lender, at any reasonable time and from time to time upon reasonable prior notice. In the event that any Lender sells participations in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrower, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. Each Lender may assign sell participations to one or more banks or other Eligible Assignees or, during the existence and continuance of an Event of Default, entities in or to any Person (each, an "Assignee"), all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment, Term Commitments and the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) any such assignment (other than an assignment by a Lender to an Affiliate of such Lender’s obligations under this Agreement (including without limitation, its Term Commitments hereunder) and the other Loan Documents shall not be made without the prior written consent of the Administrative Agent and, if a Default or Event of Default has not occurred and is not continuing, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, remain unchanged; (ii) except in such Lender shall remain solely responsible to the case of an assignment by a Lender to an Affiliate other parties hereto for the performance of such Lender or during the existence obligations, and continuance of a Default or Event of DefaultBorrower, the amount of Agent and the Commitment of the assigning Lender being assigned pursuant Lenders shall continue to each such assignment (determined as of the date of the Assignment deal solely and Acceptance directly with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to in connection with such assignment or (B) $5,000,000, and (iii) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that Lender’s rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating Documents; and (iii) a participant shall not be entitled to indemnification require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement or under the Fee Letters, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as otherwise permitted under this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 2.8 (subject to the requirements and limitations therein, including the requirements under Section 2.8(d) (it being understood that the documentation required under Section 2.8(d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant this Section 11.7; provided that such participant shall not be entitled to receive any greater payment of feesunder Section 2.8, costs and expenseswith respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights relate under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or loans made to such Lender pursuant to securitization or similar credit facility (a “Securitization”); provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Loan Parties shall cooperate with such Lender and its Affiliates to effect the Securitization including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or the Securitization. The list of Disqualified Institutions will be available to the time prior Lenders upon written request to the effective date of such Assignment Borrower and Acceptance) the Agent, including in connection with an assignment or participation. The parties to this Agreement hereby acknowledge and agree that the Agent will not be released from its obligations deemed to be in default under this AgreementAgreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this paragraph, nor will the Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other than actions in respect of Disqualified Institutions, or otherwise take (or omit to take) any action with respect thereto. In connection with any assignment of rights and obligations arising prior of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the effective date other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Bxxxxxxx and the Agent, the applicable pro rata share of Term Loan Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Assignment Defaulting Lender to the Agent and Acceptance each other Lender hereunder (andand interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Term Loan Advances in accordance with its pro rata share thereof. Notwithstanding the foregoing, in the case event that any assignment of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this Agreementparagraph, then the assignee of such Lender interest shall cease be deemed to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part Defaulting Lender for all purposes of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length hereinAgreement until such compliance occurs.

Successors and Assigns Participations. (a) This Agreement shall be binding upon and inure to the benefit of each Borrower, the Lenders, the Agent, all future holders of the Notes, and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. Each Lender may assign to one or more other Eligible Assignees orall or a portion of its interests, during rights and obligations under this Agreement (including, without limitation, all or a portion of the existence Loans at the time owing to it and continuance the Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000, (iii) in the case of a partial assignment, the amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register an Assignment and Acceptance, together with the Notes subject to such assignment, (v) such assignment shall not, without the consent of the Borrowers, require the Borrowers or any of them to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, and (vi) the representation contained in Section 13.2 hereof shall be true with respect to any such proposed assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 6.1(n) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. The Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitment Percentage of, and principal amount of the Loans and Letter of Credit Obligations owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Event Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with the Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in the form of DefaultExhibit D, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to any Person the Lenders and the Borrowers, and (eachiv) promptly deliver a copy of such Acceptance and Assignment to the Borrowers. Within five Business Days after receipt of notice, the Borrowers shall execute and deliver to the Agent in exchange for the surrendered Notes new Notes to the order of such Eligible Assignee in amounts equal to the Commitment Percentage assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and new Notes to the order of the assigning Lender in an "Assignee")amount equal to the Commitment retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes originally delivered to the assignor Lender. Each surrendered Note or Notes shall be canceled and returned to the Borrowers. Each Lender may, without the consent of the Borrowers, sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, commitments hereunder and the outstanding Loans made by owing to it and the Note or Notes held by it); provided, however, that (i) any each such assignment (other participation shall be in an amount not less than an assignment by a Lender to an Affiliate of such Lender) shall not be made without the prior written consent of the Administrative Agent and, if a Default or Event of Default has not occurred and is not continuing, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld$5,000,000, (ii) except in the case of an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Default or Event of DefaultLender's obligations under this Agreement (including, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignmentwithout limitation, its commitments hereunder) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment or (B) $5,000,000remain unchanged, and (iii) the parties to each such assignment will execute and deliver Lender shall remain solely responsible to the Administrative Agentother parties hereto for the performance of such obligations, for its acceptance and recording in (iv) such Lender shall remain the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment, and the Assignee will pay a non-refundable processing fee of $3000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording holder of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree)Notes held by it for all purposes of this Agreement, (Av) each Borrower, the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement Agent and the other Loan Documents relating Lenders shall continue to indemnification or payment of fees, costs deal solely and expenses, to the extent directly with such rights relate to the time prior to the effective date of Lender in connection with such Assignment and Acceptance) and be released from its obligations under this Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement; provided, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral or Guarantor Collateral securing the Loans (other than Collateral or Guarantor Collateral disposed of in accordance with the terms of this Agreement or the Security Documents), and (vi) any such disposition shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission to apply to qualify the Loans or the Notes under the blue sky law of any state. The Lender selling a participation to any bank or other entity that is not an Affiliate of such Lender shall cease give prompt notice thereof to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, Borrowers and the covenantsAgent. Any Lender may, agreements and obligations in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this Section 13.1, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers (or any of them); provided that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Borrowers or such Lender set forth therein (which in the case of an agreement with only such Lender, the Borrowers shall be deemed made recognized as third party beneficiaries thereof) to and for preserve the benefit confidentiality of any confidential information relating to the Administrative Agent and the other parties hereto as if set forth at length hereinBorrowers received from such Lender.