TO $5,000,000 AND THE ASSIGNING LENDER
SHALL HAVE RETAINED COMMITMENTS IN AN AMOUNT AT LEAST EQUAL TO $5,000,000;
(IV) REQUIRE A PAYMENT TO AGENT OF AN ASSIGNMENT FEE OF $3,500 (FOR WHICH
BORROWER SHALL HAVE NO LIABILITY), (V) WITH RESPECT TO ANY PARTIAL ASSIGNMENT,
BE MADE AS AN ASSIGNMENT OF A PROPORTIONATE PART OF ALL THE ASSIGNING LENDER'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE LOAN OR
COMMITMENT ASSIGNED AND (VI) SO LONG AS NO EVENT OF
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DEFAULT HAS OCCURRED AND IS CONTINUING, REQUIRE THE CONSENT OF BORROWER, WHICH
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING THE ABOVE, AGENT
MAY IN ITS SOLE AND ABSOLUTE DISCRETION PERMIT ANY ASSIGNMENT BY A LENDER TO A
PERSON OR PERSONS THAT ARE NOT QUALIFIED ASSIGNEES, SUBJECT TO BORROWER'S
CONSENT RIGHTS AS SET FORTH ABOVE.
IN THE CASE OF AN ASSIGNMENT BY A LENDER
THAT HAS BECOME EFFECTIVE UNDER THIS SECTION 8.1, (I) THE ASSIGNEE SHALL HAVE,
TO THE EXTENT OF SUCH ASSIGNMENT, THE SAME RIGHTS, BENEFITS AND OBLIGATIONS AS
ALL OTHER LENDERS HEREUNDER AND (II) THE ASSIGNING LENDER SHALL BE RELIEVED OF
ITS OBLIGATIONS HEREUNDER WITH RESPECT TO ITS COMMITMENTS OR ASSIGNED PORTION
THEREOF AND THE LOANS, LETTER OF CREDIT OBLIGATIONS AND OTHER INTERESTS ASSIGNED
BY IT FROM AND AFTER THE EFFECTIVE DATE OF SUCH ASSIGNMENT.
BORROWER HEREBY
ACKNOWLEDGES AND AGREE THAT ANY ASSIGNMENT SHALL GIVE RISE TO A 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 AGENT OR ANY LENDER
ASSIGNS OR OTHERWISE TRANSFERS ALL OR ANY PART OF THE OBLIGATIONS, AGENT OR ANY
SUCH LENDER SHALL SO NOTIFY BORROWER AND BORROWER SHALL, UPON THE REQUEST OF
AGENT OR SUCH LENDER, EXECUTE NEW NOTES IN EXCHANGE FOR THE NOTES, IF ANY, BEING
ASSIGNED.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 8.1(A),
(I) ANY LENDER MAY AT ANY TIME PLEDGE THE OBLIGATIONS HELD BY IT AND SUCH
LENDER'S RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO A FEDERAL
RESERVE BANK, (II) ANY LENDER THAT IS AN INVESTMENT FUND MAY ASSIGN THE
OBLIGATIONS HELD BY IT AND SUCH LENDER'S RIGHTS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO ANOTHER INVESTMENT FUND MANAGED BY THE SAME INVESTMENT
ADVISOR OR PLEDGE SUCH OBLIGATIONS AND RIGHTS TO A TRUSTEE FOR THE BENEFIT OF
ITS INVESTORS AND (III) ANY LENDER MAY ASSIGN THE OBLIGATIONS TO AN AFFILIATE OF
SUCH LENDER OR TO A PERSON THAT IS A LENDER PRIOR TO THE DATE OF SUCH
ASSIGNMENT.
(B)
(I) ANY PARTICIPATION BY A LENDER OF ALL OR
ANY PART OF ITS COMMITMENTS SHALL BE MADE WITH THE UNDERSTANDING THAT ALL
AMOUNTS PAYABLE BY BORROWER HEREUNDER SHALL BE DETERMINED AS IF THAT LENDER HAD
NOT SOLD SUCH PARTICIPATION, AND THAT THE HOLDER OF ANY SUCH PARTICIPATION SHALL
NOT BE