Common use of Successors and Assigns Participations Clause in Contracts

Successors and Assigns Participations. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. No consent by Lender to any assignment shall release Borrower from its liability for the Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (i) Lender has the right, to sell, transfer, or assign, in whole or in part, any interest in, the Loan, and Lender’s rights, obligations, and benefits under this Agreement and the other Loan Documents ((other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof), and (ii) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, to the extent of the interest assigned, shall have the rights and obligations of the Lender under this Agreement, and the assigning Lender shall, to the extent of the interest assigned by such assignment, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of Lender.

Successors and Assigns Participations. The provisions of this Agreement shall be binding upon and inure Notwithstanding anything herein to the benefit contrary, (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder except that (x) the Revolving Commitment of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower any Defaulting Lender may not assign be increased or transfer extended, or the maturity of any of its rights under this Agreement Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the prior written consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender materially and more adversely than the other affected Lenders shall require the consent of such Defaulting Lender, (B) only the consent of the applicable Issuing Bank and any prohibited assignment the Administrative Agent shall be void. No consent by Lender required with respect to any assignment amendment that, (i) extends the Letter of Credit Expiration Date beyond the Final Maturity Date, (ii) extends the time for payment of any interest, fees or premium payable to such Issuing Bank (it being understood that no amendment, modification or waiver of any condition precedent, covenant, or event of default shall release constitute any such extension), (iii) reduces any reimbursement obligation in respect of any Letter of Credit owed to such Issuing Bank or (iv) increases the Letter of Credit sublimit of such Issuing Bank, (C) the consent of the Administrative Agent or the applicable Issuing Bank, as applicable, will also be required with respect to modifications of the Financing Documents which adversely affects the rights and duties of the Administrative Agent or such Issuing Bank and (D) the Borrower from its liability for and the Obligations. Borrower acknowledges and agrees thatAdministrative Agent may (or, at the written direction of the Borrower, the Administrative Agent shall), without the need to obtain consent of, or notice to, Borrower of any other Lender (i) Lender has the right, to sell, transfer, or assignother than, in whole or in part, any interest inthe case of clause (x)(iv) below, the LoanExtending Lenders with respect to the applicable Extended Commitments)or Issuing Bank, and Lender’s rights, obligations, and benefits under enter into an amendment or other modification to this Agreement and the other Loan Financing Documents (x) to effectuate (other than i) any Additional Secured Indebtedness satisfying the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereofconditions of Section 2.23 (Additional Secured Indebtedness), and (ii) Lender may at any time Additional Unsecured Indebtedness satisfying the conditions of Section 2.24 (Additional Unsecured Indebtedness), (iii) any increase in Revolving Commitments in accordance with Section 2.25 (Increase of Revolving Commitments) and (iv) any Extension Amendment in accordance with Section 2.28 (Amend and Extend) and (y) to permit the extensions of credit from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, to the extent of the interest assigned, shall have the rights and obligations of the Lender under this Agreement, thereunder and the assigning Lender shall, accrued interest and fees in respect thereof to the extent of the interest assigned by such assignment, be released from its obligations under this Agreement (and, share equally and ratably in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior the other Financing Documents, as applicable (including, by the Administrative Agent modifications to the effective date of such assignment“Required Lender” definition and related definitions). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of Lender.

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

Successors and Assigns Participations. The provisions of this This Agreement shall be binding upon and inure to the benefit of each Borrower, the Lenders, the Agent, all future holders of the Notes, and their respective successors, successors and assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, except that no Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and any prohibited obligations under this Agreement (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided, however, that (i) each such assignment shall be void. No consent of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000, (iii) in the case of a partial assignment, the amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Acceptance with respect to any such assignment is delivered to the Agent) shall in no event be less than $5,000,000, (iv) the parties to each such assignment shall release Borrower from execute and deliver to the Agent, for its liability for acceptance and recording in the Obligations. Borrower acknowledges Register an Assignment and agrees thatAcceptance, together with the Notes subject to such assignment, (v) such assignment shall not, without the consent ofof the Borrowers, require the Borrowers or notice toany of them to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, Borrower and (vi) the representation contained in Section 13.2 hereof shall be true with respect to any such proposed assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender has the rightassignor makes no representation or warranty and assumes no responsibility with respect to any statements, to sell, transfer, warranties or assign, representations made in whole or in partconnection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any interest inother instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the Loanfinancial statements referred to in Section 6.1(n) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender assignor or any other Lender, and Lender’s rightsbased on such documents and information as it shall deem appropriate at the time, obligations, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and benefits authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents ((other than as are delegated to the Warrant, as to which assignment, transfer and other such actions are governed Agent by the terms hereof and thereof), together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. The Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitment Percentage of, and principal amount of the Loans and Letter of Credit Obligations owing to, each Lender from time to time (ii) the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender may hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time sell participating interests upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with the Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in the Loan to other Persons form of Exhibit D, (each i) accept such purchaser of a participating interestAssignment and Acceptance, a “Participant”). Each assignee shall become a party to this Agreement and(ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the extent of Lenders and the interest assigned, shall have the rights and obligations of the Lender under this AgreementBorrowers, and (iv) promptly deliver a copy of such Acceptance and Assignment to the Borrowers. Within five Business Days after receipt of notice, the Borrowers shall execute and deliver to the Agent in exchange for the surrendered Notes new Notes to the order of such Eligible Assignee in amounts equal to the Commitment Percentage assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and new Notes to the order of the assigning Lender shall, in an amount equal to the extent Commitment retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the interest assigned by such assignmentNotes originally delivered to the assignor Lender. Each surrendered Note or Notes shall be canceled and returned to the Borrowers. Each Lender may, be released from without the consent of the Borrowers, sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (andincluding, without limitation, all or a portion of its commitments hereunder and the Loans owing to it and the Notes held by it); provided, however, that (i) each such participation shall be in an amount not less than $5,000,000, (ii) such Lender's obligations under this Agreement (including, without limitation, its commitments hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the case other parties hereto for the performance of an assignment covering all such obligations, (iv) such Lender shall remain the holder of the assigning Notes held by it for all purposes of this Agreement, (v) each Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement; provided, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral or Guarantor Collateral securing the Loans (other than Collateral or Guarantor Collateral disposed of in accordance with the terms of this Agreement or the Security Documents), and (vi) any such disposition shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission to apply to qualify the Loans or the Notes under the blue sky law of any state. The Lender selling a participation to any bank or other entity that is not an Affiliate of such Lender shall cease to be a party hereto but shall continue to be entitled give prompt notice thereof to the benefits of Borrowers and the expense reimbursement and indemnity provisions of Agent. Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this Agreement with respect to facts and circumstances occurring prior Section 13.1, disclose to the effective date of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) with respect assignee, participant, proposed assignee or proposed participant, any information relating to the portion of Borrowers furnished to such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant tothe Borrowers (or any of them); provided that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Borrowers or such Lender (which in connection withthe case of an agreement with only such Lender, this Agreement, provided such person agrees the Borrowers shall be recognized as third party beneficiaries thereof) to preserve the confidentiality of any confidential information relating to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of Borrowers received from such Lender.

Successors and Assigns Participations. The provisions (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf the Borrowers, any Guarantor, any ERISA Affiliate, any Subsidiary of any thereof, or the Lender, that are contained in this Agreement shall be binding upon bind and inure to the benefit of such Persons and their respective successors and assigns. The Lender shall have the unrestricted right at any time or from time to time and without the Borrowers’ (or any Guarantors’) consent, to sell, assign, endorse, or transfer all or any portion of its rights and obligations hereunder to one or more banks or other entities (each, an “Assignee”) and, each of the Borrowers (and each Guarantor) agrees that it shall execute, or cause to be executed such documents, including, without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender and any such Assignee, each of the Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its rights and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the note held by the Lender prior to such assignment and shall reflect the amount of the respective successorsloans held by such Assignee and the Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment and documentation, assignsamendments and other documentation required by the Lender in connection with such assignment, heirsand the payment by Assignee of the purchase price agreed to by the Lender and such Assignee, beneficiaries such Assignee shall be a party to this Agreement and representatives shall have all of Borrower the rights and Lender; providedobligations of the Lender hereunder (and under any and all other guaranties, howeverdocuments, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and Assignee, and the Lender shall be released from its obligations hereunder and thereunder to a corresponding extent. A Borrower may not assign or transfer any of its rights under this Agreement or obligations hereunder without the prior written consent of the Lender, and any prohibited such assignment or transfer without such consent shall be null and void. No consent by Lender to any assignment shall release Borrower from its liability for the Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (i) Lender has the right, to sell, transfer, or assign, in whole or in part, any interest in, the Loan, and Lender’s rights, obligations, and benefits under this Agreement and the other Loan Documents ((other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof), and (ii) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, to the extent of the interest assigned, shall have the rights and obligations of the Lender under this Agreement, and the assigning Lender shall, to the extent of the interest assigned by such assignment, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of Lender.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorssuccessors and assigns permitted hereby, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, except that Borrower no Obligor may not assign or otherwise transfer any of his (or her) or its rights under this Agreement or obligations hereunder without the prior written consent of the Lender, . The Lender may assign and transfer all or any prohibited assignment shall be void. No consent by Lender to any assignment shall release Borrower from part of its liability for the Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (i) Lender has the right, to sell, transfer, or assign, in whole or in part, any interest in, the Loan, and Lender’s rights, obligations, and benefits rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and after any such assignment/transfer the other Loan Documents (expression the “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of the Lender’s obligations may only be effected if the transferee shall undertake to become bound by the terms of this Agreement and thereafter that transferee alone shall be obliged to perform that portion of the Lender’s obligations which corresponds to its interest; provided further that ABN AMRO shall at all times hold not less than 50% of the aggregate principal amount of the Loans. Upon request, the Borrower shall execute and deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Warrantparties hereto, as their respective successors and assigns permitted hereby, Participants to which assignment, transfer and other such actions are governed by the terms thereof), and (iiextent provided in Section 9.07(b) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of the interest assigned, shall have the rights and obligations of this Agreement. Subsequent to any assignment by the Lender under this Agreementto an Assignee, and the assigning Lender shall, to will notify the extent of the interest assigned by such assignment, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior to the effective date Borrower of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of Lender.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorssuccessors and assigns permitted hereby, assignsexcept that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the Lenders. Each of the Lenders may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and after any such assignment/transfer the expression such “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of such Lender’s obligations may only be effected if the transferee shall undertake to become bound by the terms of this Agreement and thereafter that transferee alone shall be obliged to perform that portion of the Lender’s obligations which corresponds to its interest; Upon request, heirsthe Borrower shall execute and deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, beneficiaries expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and representatives assigns permitted hereby, Participants to the extent provided in Section 10.06(c) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. Subsequent to any assignment by any Lender to an Assignee, such Lender will notify the Borrower of such assignment. The parties to each assignment shall execute and Lenderdeliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of US$1,000; provided, however, that Borrower may the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee. The assignee, if it shall not assign or transfer any of its rights under this Agreement without the prior written consent of be a Lender, and any prohibited assignment shall be void. No consent by Lender to any assignment shall release Borrower from its liability for the Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (i) Lender has the right, to sell, transfer, or assign, in whole or in part, any interest in, the Loan, and Lender’s rights, obligations, and benefits under this Agreement and the other Loan Documents ((other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof), and (ii) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, deliver to the extent of the interest assigned, shall have the rights and obligations of the Lender under this Agreement, and the assigning Lender shall, to the extent of the interest assigned by such assignment, be released from its obligations under this Agreement (and, in the case of Administrative Agent an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of LenderAdministrative Details Form.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorssuccessors and assigns permitted hereby, assignsexcept that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the Lenders. Each of the Lenders may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and after any such assignment/transfer the expression such “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of such Lender’s obligations may only be effected if the transferee shall undertake to become bound by the terms of this Agreement and thereafter that transferee alone shall be obliged to perform that portion of the Lender’s obligations which corresponds to its interest; Upon request, heirsthe Borrower shall execute and deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, beneficiaries expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and representatives assigns permitted hereby, Participants to the extent provided in Section10.06(c) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. Subsequent to any assignment by any Lender to an Assignee, such Lender will notify the Borrower of such assignment. The parties to each assignment shall execute and Lenderdeliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of US$1,000; provided, however, that Borrower may the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee. The assignee, if it shall not assign or transfer any of its rights under this Agreement without the prior written consent of be a Lender, and any prohibited assignment shall be void. No consent by Lender to any assignment shall release Borrower from its liability for the Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (i) Lender has the right, to sell, transfer, or assign, in whole or in part, any interest in, the Loan, and Lender’s rights, obligations, and benefits under this Agreement and the other Loan Documents ((other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof), and (ii) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, deliver to the extent of the interest assigned, shall have the rights and obligations of the Lender under this Agreement, and the assigning Lender shall, to the extent of the interest assigned by such assignment, be released from its obligations under this Agreement (and, in the case of Administrative Agent an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the expense reimbursement and indemnity provisions of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of LenderAdministrative Details Form.

Successors and Assigns Participations. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower be binding on each Loan Party and Lender; provided, however, that Borrower may not its permitted assigns (if any). No Loan Party shall assign or transfer any of its rights obligations under this Agreement or any of the other Loan Documents without the Agent’s express prior written consent of Lender(as directed by the Required Lenders), and any prohibited such attempted assignment shall be voidvoid and of no effect. No consent by Any Lender to any assignment shall release Borrower from its liability for the Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (i) Lender has the right, to sellmay assign, transfer, or endorse its rights hereunder and under the other Loan Documents without prior notice to the Loan Parties (other than to a Disqualified Institution or to a Defaulting Lender), and all of such rights shall inure to the benefit of such Lxxxxx’s successors and assigns; provided that as long as no Default or Event of Default has occurred and is continuing, no Lender may assign, transfer or endorse its rights hereunder or under the Loan Documents to any party that is a Disqualified Institution or Defaulting Lender, it being acknowledged that in all cases, any transfer to a Controlled Investment Affiliate of any Lender shall be allowed; provided that, notwithstanding anything to the contrary herein, until the first anniversary of the Closing Date, no Lender shall assign, transfer or endorse its rights hereunder or under the Loan Documents to any Person other than such Lxxxxx’s Affiliates and any other Lender party hereto. Agent, acting solely for this purpose as an agent of the Loan Parties, shall maintain at one of its offices in the State of New York a copy of each assignment delivered to it in connection with any assignment by a Lender, and a register for the recordation of the names and addresses of each Lender, and the Term Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Agent and Lxxxxx shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Loan Parties and Lender, at any reasonable time and from time to time upon reasonable prior notice. In the event that any Lender sells participations in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrower, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in partpart only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by Borrower and any interest in, the Loan, Lender at any reasonable time and Lender’s rights, obligations, from time to time upon reasonable prior notice. Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and benefits obligations under this Agreement and the other Loan Documents ((other than the Warrantincluding, as to which assignmentwithout limitation, transfer and other such actions are governed by the terms thereof), and (ii) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser all or a portion of a participating interest, a “Participant”). Each assignee shall become a party to this Agreement and, to the extent of the interest assigned, shall have the rights and obligations of the Lender under this Agreement, its Term Commitments and the assigning Lender shallLoans made by it); provided, to the extent of the interest assigned by that (i) such assignment, be released from its Lender’s obligations under this Agreement (andincluding without limitation, its Term Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrower, the Agent and the Lenders shall continue to deal solely and directly with such Lender in the case of an assignment covering all of the assigning connection with such Lender’s rights and obligations under this Agreement, Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement or under the Fee Letters, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as otherwise permitted under this Agreement or any other Loan Document). The Loan Parties agree that each participant shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.8 (subject to the expense reimbursement requirements and indemnity provisions of limitations therein, including the requirements under Section 2.8(d) (it being understood that the documentation required under Section 2.8(d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant this Agreement Section 11.7; provided that such participant shall not be entitled to receive any greater payment under Section 2.8, with respect to facts and circumstances occurring prior any participation, than its participating Lender would have been entitled to receive, except to the effective date of extent such assignment)entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. Each Participant Any Lender may exercise all rights of payment (including rights of set-off) with respect to the portion of such Loan held by it at any time pledge or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant assign a continuing security interest in all or any depositsportion of its rights under this Agreement to secure obligations of such Lender, moneysincluding any pledge or assignment to secure obligations to a Federal Reserve Bank or loans made to such Lender pursuant to securitization or similar credit facility (a “Securitization”); provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Loan Parties shall cooperate with such Lender and its Affiliates to effect the Securitization including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or the Securitization. The list of Disqualified Institutions will be available to the Lenders upon written request to the Borrower and the Agent, including in connection with an assignment or participation. The parties to this Agreement hereby acknowledge and agree that the Agent will not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this paragraph, nor will the Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Institutions, or otherwise take (or omit to take) any action with respect thereto. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other property actually or constructively held compensating actions, including funding, with the consent of Bxxxxxxx and the Agent, the applicable pro rata share of Term Loan Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Defaulting Lender to disclose to any Participant or prospective Participantthe Agent and each other Lender hereunder (and interest accrued thereon), and to any transferee or prospective transferee (y) acquire (and fund as appropriate) its full pro rata share of any interest all Term Loan Advances in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein accordance with respect to the same, to the extent applicableits pro rata share thereof. Notwithstanding the foregoing, in the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit event that any assignment of rights and obligations of any Participant Defaulting Lender hereunder or any other transferee or assigneeshall become effective under applicable law without compliance with the provisions of this paragraph, other than an Affiliate then the assignee of Lendersuch interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Successors and Assigns Participations. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorssuccessors and assigns permitted hereby, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, except that Borrower any Loan Party may not assign or otherwise transfer any of its rights under this Agreement or obligations hereunder without the prior written consent of the Lender (and any other attempted assignment or transfer by any Loan Party shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. The Lender, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any prohibited assignment shall be voidLender, at any reasonable time and from time to time upon reasonable prior notice. No consent by The Lender to any assignment shall release Borrower from its liability for the Obligations. Borrower acknowledges and agrees thatmay, without the consent of, or notice to, Borrower (i) Lender has the rightBorrower, sell participations to sell, transfer, or assign, in whole or in part, any interest in, the Loan, and Lender’s rights, obligations, and benefits under this Agreement and the other Loan Documents (Person (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof), and (iia natural person) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such purchaser of a participating interest, "Participant") in all or a “Participant”). Each assignee shall become a party to this Agreement and, to the extent portion of the interest assigned, shall have the Lender's rights and obligations of the Lender under this Agreement, and the assigning Lender shall, to the extent of the interest assigned by such assignment, be released from its and/or obligations under this Agreement (and, in the case of an assignment covering including all or a portion of the assigning Revolving Credit Commitment and/or the Loans owing to it); provided that (i) the Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the Borrower for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement, . Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall cease retain the sole right to be a party hereto but enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that postpones any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lender hereunder or under any other Loan Document, that reduces the principal of, or the rate of interest specified herein on, any Loan or any fees payable hereunder or under any other Loan Document, except in accordance with the terms of any Loan Document. The Borrower agrees that each Participant shall continue to be entitled to the benefits of Sections 5.5 [Increased Costs] and 5.6 [Taxes] (subject to the expense reimbursement requirements and indemnity limitations therein, including the requirements under Section 5.6.8 [Status of Lenders] (it being understood that the documentation required under Section 5.6.8 [Status of Lenders] shall be delivered to the participating Lender)) to the same extent as if it were the Lender and had acquired its interest by assignment rather than participation; provided that such Participant (A) agrees to be subject to the provisions of this Agreement with respect Sections 5.3.2; and (B) shall not be entitled to facts receive any greater payment under Sections 5.5 [Increased Costs] and circumstances occurring prior 5.6 [Taxes] than the Lender would have been entitled to the effective date of such assignment). Each Participant may exercise all rights of payment (including rights of set-off) receive with respect to the portion of participation sold to such Loan held by it Participant. The Lender may at any time pledge or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant assign a continuing security interest in all or any depositsportion of its rights under this Agreement (including under its Note, moneysif any) to secure obligations of the Lender, including any pledge or other property actually assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or constructively held by assignment shall release the Lender from any of its obligations hereunder or substitute any such Participant as security pledgee or assignee for the Lender as a party hereto. If the Lender sells a participation, it shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan. Borrower authorizes Loans or other obligations under the Loan Documents (the “Participant Register”); provided that the Lender shall have no obligation to disclose to all or any portion of the Participant Register (including the identity of any Participant or prospective any information relating to a Participant’s interest in any commitments, and loans, letters of credit or its other obligations under any Loan Document) to any transferee or prospective transferee of any interest in the Loan any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the confidentiality provisions of Section 8.3 herein with respect to the same, Person except to the extent applicablethat such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding The entries in the foregoingParticipant Register shall be conclusive absent manifest error, and the Board Observer Rights provided Lender shall treat each Person whose name is recorded in Section 4.11 hereof shall not inure the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the benefit of any Participant hereunder or any other transferee or assignee, other than an Affiliate of Lendercontrary.