Notwithstanding any other provision of this Agreement, each Borrower Party understands and agrees that Bank may, without the consent of any Borrower Party, enter into participation agreements with Participants whereby Bank will allocate certain percentages of its commitment to them, so long as Bank retains at least a majority of the rights and obligations under the Loan Documents, Upon the occurrence of an Event of Default, Borrower hereby grants to each such Participant, the right to set off deposit accounts maintained by Borrower with such Participant in accordance with this Agreement.  Each Borrower Party understands and agrees that Bank may assign to one or more assignees all or a portion of its rights and obligations hereunder (including all or a portion of its Line of Credit and the Line of Credit Loan Advances at the time owing to it) with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), provided , however , (i) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Bank within five (5) Business Days after having received notice thereof, (ii) no consent of the Borrower shall be required for an assignment to an Affiliate of Bank, and (iii) no consent of the Borrower shall be required if an Event of Default has occurred and is continuing.  Each Member of the Borrower Consolidated Group authorizes Bank to disclose financial and other information regarding such Person to Participants, assignees, potential Participants and potential assignees.