Common use of Assignment and Participations Clause in Contracts

Assignment and Participations. This Agreement and the Obligations of Borrower may not be assigned by Borrower. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement and the other Loan Documents and further may sell participations in all or any part of its Advances or Maximum Commitment or any other interest in the Obligations or any of its obligations hereunder to another Person. In the case of an assignment, upon notice thereof by such Lender to Borrower and consent of the Credit Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided thereby), the same rights and benefits as it would have if it were a "Lender" hereunder, and, if the assignee has expressly assumed, for the benefit of Borrower, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender). In the case of a participation, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation will give rise to a debtor-creditor relationship between Borrower and the Participant, and Borrower authorizes each Participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign its Notes and interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws or regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrower in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents to the provision of such information.

Assignment and Participations. This Agreement shall be binding upon and inure to the Obligations benefit of the parties and their respective Successors and assigns, provided that Borrower may not be assigned by Borrower. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement and the other Loan Documents and further may sell participations in otherwise transfer all or any part of its Advances rights or Maximum Commitment obligations hereunder or under any other Loan Document without the prior written consent of Agent and all Lenders, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time sell to any Eligible Assignee participation interests in its Loans and Commitment. Such sales may be made without the consent of Agent, any other Lender or Borrower provided, however, (a) that the selling Lender shall have provided Borrower with prior written notice of the sale of any participation interest in any Loan or in such Lender's Commitment; and (b) that the selling Lender retains the right to vote as a Lender hereunder in respect of the interest sold without being bound to obtain the consent of its participant or to exercise its rights in accordance with instructions received from its participant (except that the participant's consent can be required for proposed changes to the timing or amount of principal payments or changes to the timing, rate or amount of payments of interest or fees). Any Lender may pledge or assign all or any other part of its interest under the Loan Documents for security purposes to any Federal Reserve Bank. Any Lender may assign or otherwise transfer to any Eligible Assignee all or any part of its interest under the Loan Documents pursuant to an Assignment and Assumption Agreement, substantially in the Obligations form of Exhibit D hereto (y) without the consent of Agent, any other Lender, or Borrower to any of its obligations hereunder the assigning Lender's affiliates or to another Person. In any other Lender; or (z) with the case prior written consent of an assignmentAgent and, upon notice thereof by if no Event of Default shall have occurred and be continuing, Borrower, (such Lender consents not to Borrower and be unreasonably withheld or delayed) but without the consent of the Credit Agent, the assignee shall haveother Lenders, to the extent of any other Eligible Assignee provided, however, that in either case no such assignment (unless otherwise provided thereby)as distinguished from the sale of a participation) other than an assignment of a Lender's entire interest under the Loan Documents (i) shall be made in an amount less than Ten Million Dollars ($10,000,000) nor (ii) shall be made if after giving effect to such assignment the aggregate amount of the Loans and unused Commitment of the assigning Lender would be less than Ten Million Dollars ($10,000,000) and provided, further, that in connection with any assignment (as distinguished from the sale of a participation) the assigning Lender shall pay to Agent a fee of Two Thousand Five Hundred Dollars ($2,500) for each proposed assignee that is not then a Lender or an affiliate thereof. The assignee of any permitted sale or assignment (including assignments for security and sales of participations) shall have the same rights and benefits as it would have if it were a "Lender" hereunderagainst Borrower under the Loan Documents (excepting however, and, if the assignee has expressly assumed, for the benefit of Borrower, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender). In in the case of a participationsales of participations, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation right to grant or withhold consents or otherwise vote in respect of such participation are those set forth in thereof) including the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation will give rise to a debtor-creditor relationship between Borrower and the Participant, and Borrower authorizes each Participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall and in any manner or to any extent affect the right case of any Lender outright assignment (as distinguished from an assignment for security or the sale of a participation) the same obligations in respect thereof, as if such assignee were an original Lender. Except to pledge or assign its Notes and interests the extent otherwise required by the context of this Agreement, the word "Lender" where used in this Agreement shall mean and include any holder of a Note originally issued to any Federal Reserve Bank pursuant to applicable laws or regulationsa Lender hereunder, or to assign its Notes and its right to receive each such holder shall be bound by and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to have the terms and conditions benefits of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all the same as if such assignments shall be treated, considered and administered as holder had been a sale signatory hereto. Any outright assignment of a participation and not as an assignment and shall be subject Lender's interest hereunder to and governed by another Lender made in conformance with the provisions terms of this Section. Any Lender may furnish any information concerning Borrower Section 11.6 shall result in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents a corresponding adjustment to the provision of such informationselling and purchasing Lenders' Commitments and Percentage Interests.

Assignment and Participations. This Agreement shall be binding upon and inure to the Obligations benefit of the parties and their respective Successors and assigns, provided that the Borrower may not be assigned by Borrower. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement and the other Loan Documents and further may sell participations in otherwise transfer all or any part of its Advances rights or Maximum Commitment obligations hereunder or under any other Loan Document without the prior written consent of the Agent, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time sell participation interests in its Loans and Commitments to another bank or financial institution. Such sales may be made without the consent of the Agent, the Borrower or any other Lender provided, however, that (a) the selling Lender shall have provided the Borrower and the Agent with prior written notice of the proposed sale of any participation interest in any Loan or in such Lender's Commitment; and (b) that the Obligations selling Lender retains the right to vote as a Lender hereunder in respect of the interest sold without being bound to obtain the consent of its participant or to exercise its rights in accordance with instructions received from its participant (except that the participant's consent can be required for proposed changes to the timing or amount of principal payments or changes to the timing, rate or amount of payments of interest or fees). Any Lender may assign or otherwise transfer all or any part of its obligations hereunder interest under the Loan Documents to another Person. In bank or financial institution with the case of an assignment, upon notice thereof by such Lender to Borrower and prior written consent of the Credit Agent, the Agent which consent will not be unreasonably withheld or delayed. The assignee shall have, to the extent of such any permitted sale or assignment (unless otherwise provided thereby), including assignments for security and sales of participations) shall have the same rights and benefits as it would have if it were a "Lender" hereunderagainst the Borrower and otherwise under the Loan Documents (excepting however, and, if the assignee has expressly assumed, for the benefit of Borrower, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender). In in the case of a participationsales of participations, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation right to grant or withhold consents or otherwise vote in respect of such participation are those set forth in thereof) including the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation will give rise to a debtor-creditor relationship between Borrower and the Participant, and Borrower authorizes each Participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall and in any manner or to any extent affect the right case of any Lender to pledge outright assignment (as distinguished from an assignment for security or assign its Notes and interests the sale of a participation) the same obligations in this Agreement to any Federal Reserve Bank pursuant to applicable laws or regulationsrespect thereof, or to assign its Notes and its right to receive and retain payments on its Notes provided as if such Lender remains primarily and directly liable pursuant assignee were an original Lender. Except to the terms and conditions extent otherwise required by the context of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrower in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents to the provision of such information.word "

Assignment and Participations. This Agreement shall be binding upon and inure to the Obligations benefit of the parties and their respective Successors and assigns, provided that Borrower may not be assigned by Borrower. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement and the other Loan Documents and further may sell participations in otherwise transfer all or any part of its Advances rights or Maximum Commitment obligations hereunder or under any other Loan Document without the prior written consent of Agent and all Lenders, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time sell to any Eligible Assignee participation interests in its Loans and Commitment. Such sales may be made without the consent of Agent, any other Lender or Borrower provided, however, (a) that the selling Lender shall have provided Borrower with prior written notice of the sale of any participation interest in any Loan or in such Lender's Commitment; and (b) that the selling Lender retains the right to vote as a Lender hereunder in respect of the interest sold without being bound to obtain the consent of its participant or to exercise its rights in accordance with instructions received from its participant (except that the participant's consent can be required for proposed changes to the timing or amount of principal payments or changes to the timing, rate or amount of payments of interest or fees). Any Lender may pledge or assign all or any other part of its interest under the Loan Documents for security purposes to any Federal Reserve Bank. Any Lender may assign or otherwise transfer to any Eligible Assignee all or any part of its interest under the Loan Documents pursuant to an Assignment and Assumption Agreement, substantially in the Obligations form of Exhibit D hereto (y) without the consent of Agent, any other Lender, or Borrower to any of its obligations hereunder the assigning Lender's affiliates or to another Person. In any other Lender; or (z) with the case prior written consent of an assignmentAgent and, upon notice thereof by if no Event of Default shall have occurred and be continuing, Borrower, (such Lender consents not to Borrower and be unreasonably withheld or delayed) but without the consent of the Credit Agent, the assignee shall haveother Lenders, to the extent of any other Eligible Assignee provided, however, that in either case no such assignment (unless otherwise provided thereby)as distinguished from the sale of a participation) other than an assignment of a Lender's entire interest under the Loan Documents (i) shall be made in an amount less than Ten Million Dollars ($10,000,000) nor (ii) shall be made if after giving effect to such assignment the aggregate amount of the Loans and unused Commitment of the assigning Lender would be less than Ten Million Dollars ($10,000,000) and provided, further, that in connection with any assignment (as distinguished from the sale of a participation) the assigning Lender shall pay to Agent a fee of Three Thousand Five Hundred Dollars ($3,500) for each proposed assignee that is not then a Lender or an affiliate thereof. The assignee of any permitted sale or assignment (including assignments for security and sales of participations) shall have the same rights and benefits as it would have if it were a "Lender" hereunderagainst Borrower under the Loan Documents (excepting however, and, if the assignee has expressly assumed, for the benefit of Borrower, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender). In in the case of a participationsales of participations, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation right to grant or withhold consents or otherwise vote in respect of such participation are those set forth in thereof) including the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation will give rise to a debtor-creditor relationship between Borrower and the Participant, and Borrower authorizes each Participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall and in any manner or to any extent affect the right case of any Lender outright assignment (as distinguished from an assignment for security or the sale of a participation) the same obligations in respect thereof, as if such assignee were an original Lender. Except to pledge or assign its Notes and interests the extent otherwise required by the context of this Agreement, the word "Lender" where used in this Agreement shall mean and include any holder of a Note originally issued to any Federal Reserve Bank pursuant to applicable laws or regulationsa Lender hereunder, or to assign its Notes and its right to receive each such holder shall be bound by and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to have the terms and conditions benefits of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all the same as if such assignments shall be treated, considered and administered as holder had been a sale signatory hereto. Any outright assignment of a participation and not as an assignment and shall be subject Lender's interest hereunder to and governed by another Lender made in conformance with the provisions terms of this Section. Any Lender may furnish any information concerning Borrower Section 11.6 shall result in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents a corresponding adjustment to the provision of such informationselling and purchasing Lenders' Commitments and Percentage Interests.

Assignment and Participations. This Agreement shall be binding upon and inure to the Obligations benefit of the parties and their respective Successors and assigns, PROVIDED that the Borrower may not be assigned by Borrower. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement and the other Loan Documents and further may sell participations in otherwise transfer all or any part of its Advances rights or Maximum Commitment obligations hereunder or under any other interest in Loan Document without the Obligations or any of its obligations hereunder to another Person. In the case of an assignment, upon notice thereof by such Lender to Borrower and prior written consent of the Credit Agent and all the Lenders, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time (a) sell to any entity participation interests in its Bid Loans; or (b) sell to any Eligible Assignee participation interests in its Committed Loans and Commitment. Such sales may be made without the consent of the Agent, any other Lender or the assignee Borrower PROVIDED, HOWEVER, (a) that the selling Lender shall have, to have provided the extent Borrower with prior written notice of such assignment (unless otherwise provided thereby), the same rights and benefits as it would have if it were a "Lender" hereunder, and, if the assignee has expressly assumed, for the benefit sale of Borrower, any participation interest in any Committed Loan or in such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment Commitment; and assumption, provided (b) that the Credit Agent shall have no obligation selling Lender retains the right to consent to there being more than vote as a total of 10 Lenders (a Participant is not a Lender). In the case of a participation, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation hereunder in respect of such participation are those set forth the interest sold without being bound to obtain the consent of its participant or to exercise its rights in accordance with instructions received from its participant (except that the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible participant's consent can be required for proposed changes to the other parties hereto for timing or amount of principal payments or changes to the performance timing, rate or amount of such Lender's obligations payments of interest or fees). Any Lender may pledge or assign all or any part of its interest under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation will give rise to a debtor-creditor relationship between Borrower and the Participant, and Borrower authorizes each Participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign its Notes and interests in this Agreement Documents for security purposes to any Federal Reserve Bank pursuant to applicable laws or regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this SectionBank. Any Lender may furnish assign or otherwise transfer to any information concerning Eligible Assignee all or any part of its interest under the Loan Documents (y) without the consent of the Agent, any other Lender, or the Borrower in to any of the possession of such Lender from time assigning Lender's affiliates or to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents to the provision of such information.any other Lender; or

Assignment and Participations. This Agreement and the Obligations of each Borrower may not be assigned by any Borrower. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement and the other Loan Documents and further may sell participations in all or any part of its Advances or Maximum Commitment or any other interest in the Obligations or any of its obligations hereunder to another Person. In the case of an assignment, upon notice thereof by such Lender to Borrower and consent of the Credit Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided thereby), the same rights and benefits as it would have if it were a "Lender" hereunder, and, if the assignee has expressly assumed, for the benefit of Borrower, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender). In the case of a participation, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation will give rise to a debtor-creditor relationship between Borrower and the Participant, and Borrower authorizes each Participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign its Notes and interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws or regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrower in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents to the provision of such information.

Assignment and Participations. This Agreement (a) The Credit Parties consent to Lender's assignment of, and/or sale of participations in, at any time or times, the Loan Documents, Revolving Loans and any Commitment or of any portion thereof or interest therein, including Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment or sale of a 50% or greater participation interest by Lender shall require the Obligations consent of Borrower may Representative (which shall not be assigned by Borrower. Any Lender mayunreasonably withheld or delayed, subject to the limitations set forth below, assign or transfer, in whole or in part, this Agreement PROVIDED that no such consent shall be required so long as any Event of Default has occurred and the other Loan Documents and further may sell participations in all or any part of its Advances or Maximum Commitment or any other interest in the Obligations or any of its obligations hereunder to another Personis continuing). In the case of an assignment, upon notice thereof assignment by such a Lender to Borrower and consent of the Credit Agentunder this SECTION 9.1, the assignee shall have, to the extent of such assignment (unless otherwise provided thereby)assignment, the same rights rights, benefits and benefits obligations as it would have if it were a "Lender" Lender hereunder, and, if the assignee has expressly assumed, for the benefit of Borrower, such Lender's obligations hereunder, such . The assigning Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender). In the case of a participation, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to its Commitments or assigned portion thereof from and after the date of such Note, the Advances hereunder assignment. Borrower hereby acknowledges and the Lender's Maximum Commitment. Borrower, the Credit Agent and the 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. Without limiting any Lender's exclusive right to collect and enforce the Obligations owed to it, Borrower agrees that each participation any assignment will give rise to a debtor-creditor relationship between direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." In all instances, each Lender's liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender's pro rata share of the applicable Commitment. In the event Lender assigns or otherwise transfers all or any part of the Obligations, Lender shall so notify Borrower and the Participant, and Borrower authorizes each Participantshall, upon the occurrence request of an Event of DefaultLender, to proceed directly by right of setoff, banker's lien, or otherwise, against any assets of Borrower that may be held by that Participant. Nothing contained herein shall execute a new Note in any manner or to any extent affect exchange for the right of any Lender to pledge or assign its Notes and interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws or regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrower in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrower hereby consents to the provision of such informationNote being assigned.