BANK BECOMING A BANK HEREUNDER, THE
ADMINISTRATIVE AGENT AND THE BORROWER SHALL MAKE APPROPRIATE ARRANGEMENTS SO
THAT A NOTE IS ISSUED BY THE BORROWER TO SUCH ADDITIONAL BANK, PAYABLE TO ITS
ORDER, WITH APPROPRIATE INSERTIONS.
SECTION 10.02.
ASSIGNMENTS.
(A)
EACH BANK MAY, WITH THE WRITTEN CONSENT
OF THE ADMINISTRATIVE AGENT AND THE SECURITY AGENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED) AND OF THE BORROWER (WHICH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED AND WHICH SHALL NOT BE REQUIRED IF A DEFAULT
OR EVENT OF DEFAULT SHALL THEN EXIST), ASSIGN TO ONE OR MORE BANKS OR OTHER
FINANCIAL INSTITUTIONS (EACH, A "PURCHASER") ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ALL OR A
PORTION OF ITS COMMITMENT, THE LOANS OWING TO IT AND THE NOTE OR NOTES HELD BY
IT); PROVIDED, THAT (I) FOR EACH SUCH ASSIGNMENT, THE ASSIGNING BANK AND THE
PURCHASER SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AND THE SECURITY
AGENT, FOR THEIR ACCEPTANCE, AN ASSIGNMENT AND ASSUMPTION AGREEMENT IN FORM
REASONABLY SATISFACTORY TO IT (AN "ASSIGNMENT AGREEMENT"), TOGETHER WITH ANY
NOTE OR NOTES BEING ASSIGNED AND A PROCESSING AND RECORDATION FEE IN THE AMOUNT
OF $5,000, (II) NO BANK MAY TRANSFER ITS PROPORTIONATE SHARE OF LOANS WITHOUT
TRANSFERRING ITS SAME PROPORTIONATE SHARE OF COMMITMENT, (III) EACH SUCH
ASSIGNMENT SHALL BE AT LEAST $2,500,000 (OR IF LESS, SUCH BANK'S ENTIRE LOAN AND
COMMITMENT), (IV) IF REQUIRED PURSUANT TO SECTION 2.24 HEREOF, THE PURCHASER
SHALL HAVE PROVIDED A CERTIFICATE OF EXEMPTION TO THE ADMINISTRATIVE AGENT AND
THE BORROWER AND (V) THE CONSENT OF THE AGENTS AND THE BORROWER AND THE
RECORDATION FEE SHALL NOT BE REQUIRED FOR ANY ASSIGNMENT BY A BANK TO AN
INSTITUTIONAL LENDER WHICH IS A SUBSIDIARY OR OTHER AFFILIATE OF SUCH
BANK, BUT
SUCH ASSIGNING BANK AND PURCHASER SHALL BE LIABLE FOR ANY OUT-OF-POCKET EXPENSES
OF THE ADMINISTRATIVE AGENT AND THE SECURITY AGENT INCURRED IN CONNECTION
THEREWITH. UPON EXECUTION AND DELIVERY OF SUCH ASSIGNMENT AGREEMENT AND PAYMENT
OF THE PROCESSING AND RECORDATION FEE TO THE ADMINISTRATIVE AGENT, FROM AND
AFTER THE EFFECTIVE DATE OF SUCH ASSIGNMENT AS SPECIFIED IN SUCH ASSIGNMENT
AGREEMENT, (X) THE PURCHASER SHALL BE A PARTY HERETO AND, TO THE EXTENT OF THE
RIGHTS AND OBLIGATIONS SO ASSIGNED TO IT, SHALL HAVE THE RIGHTS AND OBLIGATIONS
OF A BANK HEREUNDER, (Y) THE ASSIGNING BANK SHALL, TO THE EXTENT OF THE RIGHTS
AND OBLIGATIONS SO ASSIGNED BY IT, HAVE RELINQUISHED ITS RIGHTS (OTHER THAN ANY
RIGHTS UNDER SECTION 11.01 OF THIS AGREEMENT, WHICH RIGHTS WILL SURVIVE SUCH
ASSIGNMENT) AND BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN
THE CASE OF AN ASSIGNMENT COVERING ALL OR THE REMAINING PORTION OF SUCH BANK'S
RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, THE BANK SHALL CEASE TO BE A
"BANK" HEREUNDER) AND (Z) SCHEDULE 1.01(A) TO THIS AGREEMENT SHALL BE DEEMED
MODIFIED TO REFLECT ANY SUCH ASSIGNMENT BY THE ADMINISTRATIVE AGENT.
NO
ASSIGNMENTS WILL BE PERMITTED BY A BANK AT A TIME