Common use of Assignments and Participation Clause in Contracts

Assignments and Participation. (a) Any Bank may at any time (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed, and the consent of the Agent, such consent not to be unreasonably withheld or delayed) sell to one or more banks or other entities (a "Purchasing Bank") all or any part of its rights and obligations under this Agreement and the Notes (which, except in the case of an assignment to a Person that, immediately before such assignment, was a Bank shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and the Agent (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement, to the same extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitment. (b) The Agent shall, on behalf of the Borrower, maintain the Register for the recordation of the names and addresses of the Banks and the commitment and the principal amount of any Loans owing to each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Bank and the Agent shall treat each Person whose name is record in the Register as the owner of the Loans for all purposes of this Agreement. Upon its receipt of a duly completed Commitment Transfer Supplement executed by the assigning Bank and the Purchasing Bank, the Purchasing Bank's completed administrative questionnaire (unless the Purchasing Bank shall already be a Bank hereunder), and the Purchasing Bank's payment of a processing and recordation fee of $2,500, the Agent shall accept such Commitment Transfer Supplement and record the information contained therein in the Register. Notwithstanding anything to the contrary in this Agreement, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register. (c) Any Bank may, from time to time, sell or offer to sell participating interests in any Loans owing to such Bank, any Notes held by such Bank, any Commitment of such Bank or any other interests and obligations of such Bank hereunder, to one or more banks or other entities (each, a "Participant"), on such terms and conditions as may be redetermined by the selling Bank, without the consent of or notice to the Borrower, and the grant of such participation shall not relieve any Bank of its obligations, or impair the rights of any Bank, hereunder. In the event of any such sale by a Bank of a participating interest to a Participant, such Bank shall remain solely responsible for the performance of such Bank's obligations under this Agreement, such Bank shall remain the holder of any such Notes for all purposes under this Agreement, the Borrower and the Agent will continue to deal solely and directly with such Bank in connection

Assignments and Participation. (a) Any Bank Each Lender may at any time (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed, and the consent of the Agent, such consent not to be unreasonably withheld or delayed) sell assign to one or more banks or other entities (a "Purchasing Bank") all or any part a portion of its rights and obligations under this Agreement the Loan Documents, including, without limitation, all or a portion of its Commitment, the Advances owing to it, and the Note or Notes held by it (whichwith the prior written consent of the Borrower and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, except which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under the Loan Documents, (ii) if the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment and $5,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the case of Register, an assignment and acceptance in substantially the form of Exhibit 10.07 hereto (the "Lender Assignment"), together with any Note or Notes subject to such assignment and a Person thatprocessing and recordation fee of $3,500. Upon such execution, immediately before such assignmentdelivery, was a Bank acceptance and recording, from and after the effective date specified in each Lender Assignment, which effective date shall be equal to at least $1,000,000five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Commitment Transfer SupplementLender under the Loan Documents and (y) the Lender assignor thereunder shall, executed to the extent that rights and obligations under the Loan Documents have been assigned by it to an assignee pursuant to such Purchasing BankLender Assignment, such transferor Bank relinquish its rights and be released from its obligations under the Agent Loan Documents (and, in the case of a Purchasing Bank that is not then a Bank Lender Assignment covering all or the remaining portion of an Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the assigning Lender's rights and obligations of under the Loan Documents, such Lender shall cease to be a Bank under this Agreement, party to the same extent as Loan Documents); provided, however, if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which Event of Default shall have occurred and be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of continuing a Lender may assign all or a portion of the its rights and obligations without the prior written consent of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, but otherwise in each case, in principal amounts reflecting their Commitmentaccordance with this Section. (b) The Agent shall, on behalf of the Borrower, maintain the Register for the recordation of the names and addresses of the Banks and the commitment and the principal amount of any Loans owing to each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Bank and the Agent shall treat each Person whose name is record in the Register as the owner of the Loans for all purposes of this Agreement. Upon its receipt of a duly completed Commitment Transfer Supplement executed by the assigning Bank and the Purchasing Bank, the Purchasing Bank's completed administrative questionnaire (unless the Purchasing Bank shall already be a Bank hereunder), and the Purchasing Bank's payment of a processing and recordation fee of $2,500, the Agent shall accept such Commitment Transfer Supplement and record the information contained therein in the Register. Notwithstanding anything to the contrary in this Agreement, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register. (c) Any Bank may, from time to time, sell or offer to sell participating interests in any Loans owing to such Bank, any Notes held by such Bank, any Commitment of such Bank or any other interests and obligations of such Bank hereunder, to one or more banks or other entities (each, a "Participant"), on such terms and conditions as may be redetermined by the selling Bank, without the consent of or notice to the Borrower, and the grant of such participation shall not relieve any Bank of its obligations, or impair the rights of any Bank, hereunder. In the event of any such sale by a Bank of a participating interest to a Participant, such Bank shall remain solely responsible for the performance of such Bank's obligations under this Agreement, such Bank shall remain the holder of any such Notes for all purposes under this Agreement, the Borrower and the Agent will continue to deal solely and directly with such Bank in connection

Assignments and Participation. (a) Any Bank may at any time After the Closing Date (with and, (Y) provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayedwithheld, and (Z) if the Eligible Assignee is not a Lender, an affiliate of a Lender or an Approved Fund, subject to the prior written consent of the AgentAgent and each Issuer, such consent not to be unreasonably withheld withheld) each Lender may assign to an Eligible Assignee (the "Assignee”) all or delayeda portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitments and the Notes held by it); provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment shall not cause Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Schedule B (“Assignment and Acceptance”), together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) 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, have the rights and obligations of a Lender under the Financing Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Agreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Financing Agreements, such Lender shall cease to be a party thereto). (b) 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 as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreements or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Financing Agreements or any other instrument or document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of the Financing Agreements, together with copies of the financial statements referred to in Section 7.1 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 assigning Lender 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 appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under the Financing Agreements as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreements are required to be performed by it as a Lender. (c) The Agent shall maintain at its address referred to in Section 10.19 a copy of each Assignment and Acceptance delivered to and accepted by it. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed (and consented to as applicable) in accordance herewith, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes, a new Note or new Notes to the order of such Assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment or Commitments, a portion of which has been assigned, a new Note or New Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 2A. Upon receipt by the Agent of such new Note or Notes conforming to the requirements set forth in the preceding sentences, the Agent shall return to Borrower such surrendered Note or Notes, marked to show that such surrendered Note or Notes has (have) been replaced, renewed and extended by such new Note or Notes. (e) Each Lender may sell participations to one or more banks or other entities (a "Purchasing Bank") in or to all or any part a portion of its rights and obligations under this Agreement and the Notes (whichincluding without limitation, except in the case of an assignment to a Person that, immediately before such assignment, was a Bank shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and the Agent (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement, to the same extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights its Commitments and any Note held by it); provided however, that (i) such Lender’s obligations of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant (including without limitation, its Commitments to this Section 8.9 the transferor BankBorrower hereunder) shall remain unchanged, the Agent and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to (ii) such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitment. (b) The Agent shall, on behalf of the Borrower, maintain the Register for the recordation of the names and addresses of the Banks and the commitment and the principal amount of any Loans owing to each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Bank and the Agent shall treat each Person whose name is record in the Register as the owner of the Loans for all purposes of this Agreement. Upon its receipt of a duly completed Commitment Transfer Supplement executed by the assigning Bank and the Purchasing Bank, the Purchasing Bank's completed administrative questionnaire (unless the Purchasing Bank shall already be a Bank hereunder), and the Purchasing Bank's payment of a processing and recordation fee of $2,500, the Agent shall accept such Commitment Transfer Supplement and record the information contained therein in the Register. Notwithstanding anything to the contrary in this Agreement, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register. (c) Any Bank may, from time to time, sell or offer to sell participating interests in any Loans owing to such Bank, any Notes held by such Bank, any Commitment of such Bank or any other interests and obligations of such Bank hereunder, to one or more banks or other entities (each, a "Participant"), on such terms and conditions as may be redetermined by the selling Bank, without the consent of or notice to the Borrower, and the grant of such participation shall not relieve any Bank of its obligations, or impair the rights of any Bank, hereunder. In the event of any such sale by a Bank of a participating interest to a Participant, such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such Bank's obligations under this Agreementobligations, (iii) such Bank Lender shall remain the holder of any such Notes Note for all purposes under of this Agreement, (iv) the sale of the participation will not cause Borrower to incur any additional liability, and (v) Borrower, the Agent and the Agent will other Lenders shall continue to deal solely and directly with such Bank Lender in connectionconnection with such Lender’s rights and obligations under this Agreement, provided that no participant shall be entitled to recover under the above-described provisions an amount in excess of the proportionate share which such participant holds of the original aggregate principal amount hereunder to which the assigning Lender would otherwise be entitled. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.23, disclose to the assignee or participant or proposed assignee or participant, any information relating to Borrower furnished to such Lender by or on behalf of Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to Borrower received by it from such Lender. (g) Any Lender may assign and pledge all or any of the instruments held by it as collateral security; provided that any payment made by Borrower for the benefit of such assigning and/or pledging Lender in accordance with the terms of the Financing Agreements shall satisfy Borrower’s obligations under the Financing Agreements in respect thereof to the extent of such payment. No such assignment and/or pledge shall release the assigning and/or pledging Lender from its obligations hereunder.

Assignments and Participation. (a) Any Bank Each Lender may at any time (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed, and the consent of the Agent, such consent not to be unreasonably withheld or delayed) sell assign to one or more banks or other entities (a "Purchasing Bank") all or any part a portion of its rights and obligations under this Agreement the Loan Documents, including, without limitation, all or a portion of its Commitment, the Advances owing to it, and the Note or Notes held by it (whichwith the prior written consent of the Borrower and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, except which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under the Loan Documents, (ii) if the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment and $5,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the case of Register, an assignment and acceptance in substantially the form of Exhibit 10.07 hereto (the "LENDER ASSIGNMENT"), together with any Note or Notes subject to such assignment and a Person thatprocessing and recordation fee of $3,500. Upon such execution, immediately before such assignmentdelivery, was a Bank acceptance and recording, from and after the effective date specified in each Lender Assignment, which effective date shall be equal to at least $1,000,000five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Commitment Transfer SupplementLender under the Loan Documents and (y) the Lender assignor thereunder shall, executed to the extent that rights and obligations under the Loan Documents have been assigned by it to an assignee pursuant to such Purchasing BankLender Assignment, such transferor Bank relinquish its rights and be released from its obligations under the Agent Loan Documents (and, in the case of a Purchasing Bank that is not then a Bank Lender Assignment covering all or the remaining portion of an Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the assigning Lender's rights and obligations of under the Loan Documents, such Lender shall cease to be a Bank under this Agreement, party to the same extent as Loan Documents); provided, however, if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which Event of Default shall have occurred and be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of continuing a Lender may assign all or a portion of the its rights and obligations without the prior written consent of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, but otherwise in each case, in principal amounts reflecting their Commitmentaccordance with this Section. (b) The Agent shallBy executing and delivering a Lender Assignment, on behalf 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 as provided in such Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the BorrowerLoan Documents or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of the Loan Documents, together with copies of the Financial Statements, or the latest financial statements delivered by the Borrower to the Administrative Agent pursuant to Section 7.04 hereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender 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 the Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Administrative Agent shall maintain the Register at its address referred to in Section 10.02 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks Lenders and the commitment Commitment of, and the principal amount of any Loans the Advances owing to to, each Bank Lender from time to timetime (the "REGISTER"). The entries in the Register shall be conclusiveconclusive and binding for all purposes, in the absence of absent manifest error, and the Borrower, each Bank the Administrative Agent and the Agent shall Lenders may treat each Person whose name is record recorded in the Register as the owner of the Loans a Lender hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a duly completed Commitment Transfer Supplement Lender Assignment executed by the an assigning Bank Lender and the Purchasing Bankan assignee, together with any Note or Notes subject to such assignment, the Purchasing Bank's Administrative Agent shall, if such Lender Assignment has been completed administrative questionnaire and is in substantially the form of Exhibit 10.07 hereto, (unless the Purchasing Bank shall already be a Bank hereunder), and the Purchasing Bank's payment of a processing and recordation fee of $2,500, the Agent shall i) accept such Commitment Transfer Supplement and Lender Assignment, (ii) record the information contained therein in the Register. Notwithstanding anything Register and (iii) give prompt notice thereof to the contrary Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in this Agreementexchange for the surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to the Commitment and/or Advances assumed by it pursuant to such Lender Assignment and, any assignment if the assigning Lender has retained a Commitment and/or Advances hereunder, a new Note or Notes to the order of any Loan the assigning Lender in an amount equal to the Commitment and/or Advances retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective only upon appropriate entries with respect thereto being made date of such Lender Assignment and shall otherwise be in substantially the Registerform of Exhibit 1.01A hereto. (ce) Any Bank may, from time to time, Each Lender may sell or offer to sell participating interests in any Loans owing to such Bank, any Notes held by such Bank, any Commitment of such Bank or any other interests and obligations of such Bank hereunder, Participations to one or more banks or other entities in or to all or a portion of its rights and obligations under the Loan Documents (each, a "Participant"), on such terms and conditions as may be redetermined by the selling Bankincluding, without the consent of limitation, all or notice to the Borrower, and the grant of such participation shall not relieve any Bank a portion of its obligationsCommitment, the Advances owing to it or impair the rights of any BankNote or Notes held by it); provided, however, that (i) such Lender's obligations under the Loan Documents (including, without limitation, its Commitment hereunder. In the event of any ) shall remain unchanged, (ii) such sale by a Bank of a participating interest to a Participant, such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such Bank's obligations under this Agreementobligations, (iii) such Bank Lender shall remain the holder of any such Notes Note for all purposes under this Agreementof the Loan Documents, (iv) the Borrower, the Borrower Administrative Agent and the Agent will other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents, and (v) the holder of any such participation, other than an Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action under the Loan Documents, except action (A) reducing the principal of, or interest on, the Notes, any Applicable Margin or any fees or other amounts payable under the Loan Documents, or (B) postponing any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable under the Loan Documents. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or proposed participation pursuant to this Section 10.07, disclose to the assignee or participant or proposed assignee or proposed participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section 10.08, to preserve the confidentiality of any Confidential Information received by it from such Lender. (g) If any Lender shall have delivered a notice to the Administrative Agent described in Section 4.03(a), (b), (c) or (f) hereof, or shall become a non-performing Lender under Section 3.03(b) hereof, and if and so long as such Lender shall not have withdrawn such notice or corrected such non-performance in accordance with Section 3.03(b), the Borrower may demand that such Lender assign, in accordance with Section 10.07 hereof, to one or more assignees designated by the Borrower or the Administrative Agent (and reasonably acceptable to the other), all (but not less than all) of such Lender's Commitment, Advances, participatory and other rights and obligations under the Loan Documents; provided that any such demand by the Borrower during the continuance of an Event of Default or an Unmatured Default shall be ineffective without the consent of the Majority Lenders. If, within 30 days following any such demand by the Borrower, any such assignee so designated shall fail to tender such assignment on terms reasonably satisfactory to the Borrower and the Borrower and the Administrative Agent shall have failed to designate any such assignee, then such demand by the Borrower shall become ineffective, it being understood for purposes of this provision that such assignment shall be conclusively deemed to be on terms reasonably satisfactory to such Lender, and such Lender shall be compelled to tender such assignment forthwith, if (i) such assignee (A) shall agree to such assignment in substantially the form of the Lender Assignment and (B) shall tender payment to such Lender in an amount equal to the full outstanding dollar amount accrued in favor of such Lender hereunder (as computed in accordance with the records of the Administrative Agent) and (ii) in the event the Borrower demanded such assignment, the Borrower shall tender payment to the Administrative Agent of the processing and recording fee specified in Section 10.07(a) for such assignment. (h) Anything in this Section 10.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank in connection(and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) Any Bank may at any time (with Holdings shall not assign its rights or obligations hereunder without the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed, and the consent Required Holders. (i) Each Holder of the Agent, such consent not to be unreasonably withheld or delayed) sell Notes may assign to one or more banks or other entities (a "Purchasing Bank") Eligible Assignees all or any part a portion of its interests, rights and obligations under this Agreement and the Notes; provided, that unless such Eligible Assignee is a Holder of Notes (which, except in the case of an assignment to a Person that, immediately before such assignment, was a Bank shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and the Agent (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereofof the transferring Holder, by the Borrowerprincipal amount of the Notes being assigned must equal or exceed $3,000,000 or represent 100% of the principal amount of such Holder's Note. Holdings will keep at its principal executive office or at such other office as Holdings may designate in writing to the Holders of Notes a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. Upon registration and transfer of any Note in compliance herewith, the assignee thereof shall become the Holder thereof (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, portion thereof as shall have been transferred and registered to such Purchasing Bank shall assignee) for all purposes be a Bank party to of this Agreement and shall have all thereupon, in respect of such Note (or portion thereof) be entitled to the rights benefits and liable for the obligations of a Bank under this Agreement, to the same extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition Holder of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitmenthereunder. (bii) The Agent shallWhenever any Note shall be surrendered for transfer or exchange in compliance herewith either at such office of Holdings or at the place of payment named in such Note, on behalf of within five Business Days thereafter Holdings will deliver in exchange therefor a new Note or Notes, as may be requested by such Holder, in the Borrower, maintain same aggregate unpaid principal amount as the Register for the recordation of the names and addresses of the Banks and the commitment and the unpaid principal amount of the Note so surrendered, duly executed by Holdings. Each such new Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer, duly executed by the registered Holder of such Note or such Holder's attorney duly authorized in writing. Any Note issued in exchange for any Loans owing other Note or upon transfer thereof shall carry the rights to each Bank unpaid interest which were carried by the Note so exchanged or transferred, and neither gain nor loss of interest shall result from time any such transfer or exchange. Any transfer tax relating to time. The entries such transaction shall be paid by the Holder of such Note requesting the exchange. (iii) Holdings and any agent of Holdings shall treat the Person in whose name any Note is registered in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Bank and the Agent shall treat each Person whose name is record in the Note Register as the owner of such Note for the Loans purpose of receiving payment of the principal and premium (if any) and interest on such Note and for all other purposes of this Agreement. Upon its receipt of a duly completed Commitment Transfer Supplement executed by the assigning Bank and the Purchasing Bankwhatsoever, the Purchasing Bank's completed administrative questionnaire (unless the Purchasing Bank shall already whether or not such Note be a Bank hereunder), and the Purchasing Bank's payment of a processing and recordation fee of $2,500, the Agent shall accept such Commitment Transfer Supplement and record the information contained therein in the Register. Notwithstanding anything to the contrary in this Agreement, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Registeroverdue. (c) Any Bank may, from time to time, A Holder of Notes may sell or offer agree to sell participating interests to one or more other Persons (a "Participant") a participation in all or any Loans owing to such Bank, part of any Notes held by such Bankit; provided, any Commitment that unless the Participant is a Holder of Notes or an Affiliate of the transferring Holder, the principal amount of the Notes being participated must equal or exceed $500,000 or represent 100% of the principal amount of such Bank or any other interests and obligations Holder's Note. The Participant's rights in respect of such Bank hereunderparticipation shall be those set forth in the agreements executed by such Holder in favor of the Participant, and such Participant shall have no direct right under the Note or this Agreement, including rights to one give consents or more banks waivers or other entities (eachto execute amendments. In no event shall a Holder of Notes that sell a participation agree with the Participant to take or refrain from taking any action hereunder or under the Note, a "Participant"), on except that such terms and conditions as Holder may be redetermined by agree with the selling BankParticipant that it will not, without the consent of the Participant, agree to (i) extend the date fixed for the payment of principal of or notice to interest on the Borrowerrelated Notes, and (ii) reduce the grant of such participation shall not relieve any Bank of its obligations, or impair the rights of any Bank, hereunder. In the event amount of any such sale by a Bank payment of a participating principal and (iii) reduce the rate at which interest is payable thereon to a Participant, level below the rate at which the Participant is entitled to receive such Bank shall remain solely responsible for the performance of such Bank's obligations under this Agreement, such Bank shall remain the holder of any such Notes for all purposes under this Agreement, the Borrower and the Agent will continue to deal solely and directly with such Bank in connectioninterest.

Assignments and Participation. (a) Any Bank Each Lender may at any time (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed, and the consent of the Agent, such consent not to be unreasonably withheld or delayed) sell assign to one or more banks or other entities (a "Purchasing Bank") all or any part a portion of its rights and obligations under the Loan Documents, including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it (with the prior written consent of the Borrower if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld or delayed if such an assignee is an Eligible Assignee); provided, however, that each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and 84 obligations under the Loan Documents, if the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of (i) the amount of the assigning Lender's Commitment, and (ii) $10,000,000 and integral multiples of $5,000,000 in excess thereof, and the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an assignment and acceptance in substantially the form of Exhibit 12.7 hereto (the "LENDER ASSIGNMENT"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment (which date shall not be prior to the acceptance (if required) by the Borrower of such Lender), 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 that rights and obligations under the Loan Documents have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender under the Loan Documents and (y) the Lender assignor thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement and the Notes (which, except in the case of an assignment to a Person that, immediately before such assignment, was a Bank shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and the Agent (and, in the case of a Purchasing Bank that is not then a Bank Lender Assignment covering all or the remaining portion of an Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the assigning Lender's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto); provided, however, (i) if an Event of Default shall have occurred and be continuing a Bank under this Agreement, to the same extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of Lender may assign all or a portion of the its rights and obligations without the prior written consent of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to Borrower but otherwise in accordance with this Section 8.9 and (ii) any Designated Lender may assign all or a portion of its Competitive Advance to the transferor Bank, applicable Designating Lender without the Agent and consent of the Borrower shall make appropriate arrangements so that if requiredor the Administrative Agent. Notwithstanding anything to the contrary set forth above, replacement Notes are issued a Designated Lender may not assign its Competitive Advance to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued any Person other than to such Purchasing Bank, in each case, in principal amounts reflecting their Commitmentits Designating Lender. (b) The Agent shallBy executing and delivering a Lender Assignment, on behalf 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 as provided in such Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the BorrowerLoan Documents or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of the Loan Documents, together with copies of the financial statements referred to in Section 8.1(k) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender 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 the Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Administrative Agent shall maintain the Register at its address referred to in Section 12.2 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks Lenders and the commitment Commitment of, and the principal amount of any Loans the Advances owing to to, and the Available Amount of each Bank Letter of Credit issued by, each Lender from time to timetime (the "REGISTER"). The entries in the Register shall be conclusiveconclusive and binding for all purposes, in the absence of absent manifest error, and the Borrower, each Bank the Administrative Agent and the Agent shall Lenders may treat each Person whose name is record recorded in the Register as the owner of the Loans a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a duly completed Commitment Transfer Supplement Lender Assignment executed by the an assigning Bank Lender and an assignee and the Purchasing Bankacceptance thereof (if required) by the Borrower, together with any Note or Notes subject to such assignment, the Purchasing Bank's Administrative Agent shall, if such Lender Assignment has been completed administrative questionnaire and is in substantially the form of Exhibit 12.7 hereto, (unless the Purchasing Bank shall already be a Bank hereunder), and the Purchasing Bank's payment of a processing and recordation fee of $2,500, the Agent shall i) accept such Commitment Transfer Supplement and Lender Assignment, (ii) record the information contained therein in the Register. Notwithstanding anything Register and (iii) give prompt notice thereof to the contrary Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in this Agreementexchange for the surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to the Commitment assumed by it pursuant to such Lender Assignment and, any assignment if the assigning Lender has retained a Commitment hereunder, a new Note or Notes to the order of any Loan the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes of the Borrower, shall be dated the effective only upon appropriate entries with respect thereto being made date of such Lender Assignment and shall otherwise be in substantially the Registerform of Exhibit 1.1A or Exhibit 1.1B hereto, as the case may be. (ce) Any Bank may, from time to time, Each Lender may sell or offer to sell participating interests in any Loans owing to such Bank, any Notes held by such Bank, any Commitment of such Bank or any other interests and obligations of such Bank hereunder, participations to one or more banks or other entities in or to all or a portion of its rights and obligations under the Loan Documents (each, a "Participant"), on such terms and conditions as may be redetermined by the selling Bankincluding, without limitation, all or a portion of its Commitment, the consent of or notice Advances owing to the Borrower, it and the grant of Note or Notes held by it); provided, however, that (i) such participation Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall not relieve any Bank of its obligationsremain unchanged, or impair the rights of any Bank, hereunder. In the event of any (ii) such sale by a Bank of a participating interest to a Participant, such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such Bank's obligations under this Agreementobligations, (iii) such Bank Lender shall remain the holder of any such Notes Note for all purposes under of this Agreement, (iv) the Borrower Borrower, the Administrative Agent and the Agent will other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents, and (v) the holder of any such participation, other than an Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action under the Loan Documents, except action (vi) reducing the principal of, or interest on, the Notes, any Applicable Margin or any fees or other amounts payable under the Loan Documents (other than fees payable to the Administrative Agent pursuant to Section 6.3 hereof), (vii) release any Guaranty except as provided for in Section 12.13 hereof, or (viii) postponing any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable under the Loan Documents (other than fees payable pursuant to Section 6.3(b) hereof). Notwithstanding anything to the contrary set forth on this subsection (e), each Lender must hold directly for its own account, not subject to any participations, Commitments of at least $10,000,000. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.7, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section 12.8, to preserve the confidentiality of any Confidential Information received by it from such Lender. (g) Anything in this Section 12.7 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (h) Each Lender (other than the Designated Lenders) may designate one or more Designated Lenders to fund Competitive Advances which such Lender is required to fund pursuant to Section 3.3 hereof. The parties to each such designation shall execute and deliver to the Administrative Agent, for its acceptance, a Designation Agreement. Upon its receipt of an appropriately completed Designation Agreement executed by the designating Lender (a "DESIGNATING LENDER") and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon, from and after the effective date specified in connectionthe Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Competitive Advances on behalf of the Lender which made such designation pursuant to Section 3.3 after the Borrower has accepted a Competitive Bid (or a portion thereof) of the Designating Lender. Each Designating Lender shall serve as the agent (in its capacity as a Designating Lender) of the Designated Lender and shall on behalf of the Designated Lender give and receive all communications and notices and take all actions hereunder, including without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement or the other Loan Documents. Any such notice, communication, vote approval, waiver, consent or amendment shall be signed by the Designating Lender, as agent for the Designated Lender and shall not be signed by the Designated Lender. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. Notwithstanding anything to the contrary set forth below, a Lender shall not be a Designated Lender. (i) Neither the Borrower nor the Administrative Agent shall institute or join any other Person in instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day after the Termination Date.

Assignments and Participation. (a) Any Bank The Company may at any time (with not assign its rights or obligations hereunder or under the Notes without the prior consent of the Borrower, Required Holders. The Company may not assign its rights or obligations under a Warrant except in accordance with the terms of such consent not to be unreasonably withheld or delayed, and the consent of the Agent, such consent not to be unreasonably withheld or delayedWarrant. (i) sell Each Holder may assign to one or more banks of its Affiliates or other entities (a "Purchasing Bank") third parties all or any part a portion of its interests, rights and obligations under this Agreement and the Notes (whichNotes; provided, except in that unless the case of an assignment to assignee is a Person that, immediately before such assignment, was a Bank shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and the Agent (and, in the case of a Purchasing Bank that is not then a Bank Holder or an Affiliate thereofof the transferring Holder, by the Borrowerprincipal amount of the Notes being assigned must equal or exceed $1,000,000 or represent 100% of the principal amount of such Holder's Note. The Company will keep at its principal executive office or at such other office as the Company may designate in writing to the Holders a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. Upon registration and transfer of any Note in compliance herewith, the assignee thereof shall become the Holder thereof (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and portion thereof as shall have all the rights been transferred and obligations registered to such assignee) for purposes of a Bank under this Agreement, to the same extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent other Transaction Documents and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bankthereupon, in each case, in principal amounts reflecting their Commitmentrespect of such Note (or portion thereof) be entitled to the benefits and liable for the obligations of a Holder hereunder. (bii) The Agent shall, on behalf Whenever any Note shall be surrendered for transfer or exchange in compliance herewith either at such office of the BorrowerCompany or at the place of payment named in such Note, maintain within five Business Days thereafter the Register for Company will deliver in exchange therefor a new Note or Notes, as may be requested by such Holder, in the recordation of same aggregate unpaid principal amount as the names and addresses of the Banks and the commitment and the unpaid principal amount of any Loans owing to each Bank from time to time. The entries in the Register shall be conclusiveNote so surrendered, in the absence of manifest error, and the Borrower, each Bank and the Agent shall treat each Person whose name is record in the Register as the owner of the Loans for all purposes of this Agreement. Upon its receipt of a duly completed Commitment Transfer Supplement executed by the assigning Bank and the Purchasing Bank, the Purchasing Bank's completed administrative questionnaire (unless the Purchasing Bank shall already be a Bank hereunder), and the Purchasing Bank's payment Company. Each such Note presented or surrendered for registration of a processing and recordation fee of $2,500, the Agent shall accept such Commitment Transfer Supplement and record the information contained therein in the Register. Notwithstanding anything to the contrary in this Agreement, any assignment of any Loan transfer or exchange shall be effective only upon appropriate entries with respect thereto being made duly endorsed or accompanied by a written instrument of transfer, duly executed by the registered Holder or such Holder's attorney duly authorized in the Register. (c) writing. Any Bank may, from time to time, sell or offer to sell participating interests Note issued in any Loans owing to such Bank, any Notes held by such Bank, any Commitment of such Bank or exchange for any other interests and obligations of such Bank hereunder, to one or more banks or other entities (each, a "Participant"), on such terms and conditions as may be redetermined by the selling Bank, without the consent of or notice to the Borrower, and the grant of such participation shall not relieve any Bank of its obligations, or impair the rights of any Bank, hereunder. In the event of any such sale by a Bank of a participating interest to a Participant, such Bank shall remain solely responsible for the performance of such Bank's obligations under this Agreement, such Bank shall remain the holder of any such Notes for all purposes under this Agreement, the Borrower and the Agent will continue to deal solely and directly with such Bank in connectionNote or