TERMINATION OF THE COMMITMENT AND THE
TERMINATION OF THIS AGREEMENT.
8.04
WAIVERS; AMENDMENTS.
ANY TERM, COVENANT, AGREEMENT OR CONDITION OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE AMENDED OR WAIVED IF SUCH
AMENDMENT OR WAIVER IS IN WRITING AND IS SIGNED BY BORROWER AND LENDER. NO
FAILURE OR DELAY BY LENDER IN EXERCISING ANY RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF OR OF ANY OTHER RIGHT NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY SUCH RIGHT PRECLUDE ANY OTHER FURTHER EXERCISE THEREOF OR OF ANY OTHER
RIGHT. UNLESS OTHERWISE SPECIFIED IN SUCH WAIVER OR CONSENT, A WAIVER OR CONSENT
GIVEN
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HEREUNDER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN.
8.05
SUCCESSORS AND ASSIGNS.
(A)
BINDING EFFECT.
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF BORROWER, LENDER, ALL FUTURE
HOLDERS OF THE REVOLVING LOAN NOTE AND THEIR RESPECTIVE SUCCESSORS AND, SOLELY
IN THE CASE OF LENDER, ITS ASSIGNS PERMITTED PURSUANT TO SECTION 8.05(B). ALL
REFERENCES IN THIS AGREEMENT TO ANY PERSON SHALL BE DEEMED TO INCLUDE ALL
SUCCESSORS AND PERMITTED ASSIGNS OF SUCH PERSON.
(B)
ASSIGNMENTS.
BORROWER MAY NOT ASSIGN OR TRANSFER ANY OF ITS
RIGHTS OR OBLIGATIONS UNDER ANY CREDIT DOCUMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF LENDER. LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF BORROWER,
ASSIGN TO ONE OR MORE AFFILIATES (EACH AN "ASSIGNEE") ALL, OR A PROPORTIONATE
PART OF ALL, OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS, AND SUCH ASSIGNEE SHALL ASSUME SUCH RIGHTS AND OBLIGATIONS,
PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AGREEMENT EXECUTED BY SUCH ASSIGNEE AND
LENDER; PROVIDED, HOWEVER, THAT ANY ASSIGNEE OF LENDER SHALL BE REQUIRED TO HAVE
AT THE TIME OF ASSIGNMENT (I) A CREDITWORTHINESS NOT LESS THAN THE
CREDITWORTHINESS OF LENDER AT SUCH TIME AND (II) A CREDIT FACILITY, WITH TCF
BANK AS LENDER AND ASSIGNEE AS BORROWER, NO LESS FAVORABLE THAN LENDER'S CREDIT
FACILITY WITH TCF BANK AND SUPPORTED BY THE SAME PERFORMANCE ASSURANCE AGREEMENT
FROM TCF BANK FURNISHED IN CONNECTION WITH LENDER'S CREDIT FACILITY WITH TCF
BANK, AND SUCH ASSIGNEE SHALL BE ABLE TO PERFORM THE OBLIGATIONS OF LENDER
HEREUNDER. UPON EXECUTION AND DELIVERY OF SUCH INSTRUMENT, SUCH ASSIGNEE SHALL
BE A LENDER PARTY TO THIS AGREEMENT AND SHALL HAVE ALL THE RIGHTS AND
OBLIGATIONS OF A LENDER WITH A COMMITMENT AS SET FORTH IN SUCH INSTRUMENT OF
ASSUMPTION, AND LENDER SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER TO A
CORRESPONDING EXTENT, AND NO FURTHER CONSENT OR ACTION BY ANY PARTY SHALL BE
REQUIRED. UPON THE CONSUMMATION OF ANY ASSIGNMENT PURSUANT TO THIS
SECTION 8.05(B), LENDER AND BORROWER SHALL MAKE APPROPRIATE ARRANGEMENTS SO
THAT, IF REQUIRED, A NEW REVOLVING LOAN NOTE IS ISSUED TO THE ASSIGNEE AND THE
EXISTING REVOLVING LOAN NOTE IS RETURNED TO BORROWER.
(C)
INFORMATION.
LENDER MAY DISCLOSE THE CREDIT DOCUMENTS AND ANY
FINANCIAL OR OTHER INFORMATION RELATING TO BORROWER TO ANY ASSIGNEE OR POTENTIAL
ASSIGNEE, SUBJECT