ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT
OF, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE
TRANSACTIONS, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF.
(E)
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE PROMPTLY AFTER
WRITTEN DEMAND THEREFOR.
ALL AMOUNTS DUE UNDER PARAGRAPH (A)(I) OF THIS SECTION
THAT ARE NOT PAID PRIOR TO THE EFFECTIVE DATE SHALL BE DUE AND PAYABLE IN FULL
ON THE EFFECTIVE DATE.
(F)
THE INDEMNITEES HEREIN IN THIS SECTION 9.06 SET FORTH ARE IN
ADDITION TO THE OBLIGATIONS OF BORROWER TO PAY INDEMNIFICATION ON ACCOUNT OF
TAXES AND OTHER TAXES, AS PROVIDED IN SECTION 2.11 HEREOF.
SECTION 9.07
SUCCESSORS AND ASSIGNS.
(A)
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY, EXCEPT THAT BORROWER MAY NOT ASSIGN OR OTHERWISE TRANSFER ANY
OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT AND EACH LENDER (AND ANY ATTEMPTED ASSIGNMENT OR TRANSFER
BY BORROWER WITHOUT SUCH CONSENT 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 RELATED
PARTIES OF EACH OF THE ADMINISTRATIVE AGENT, THE COLLATERAL TRUSTEE AND THE
LENDERS) ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF
THIS AGREEMENT.
(B)
ANY LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A PORTION OF
ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF
ITS COMMITMENT AND THE LOANS AT THE TIME OWING TO IT); PROVIDED THAT (I) EXCEPT
IN THE CASE OF AN ASSIGNMENT TO A LENDER OR A LENDER AFFILIATE, EACH OF BORROWER
AND THE ADMINISTRATIVE AGENT MUST GIVE ITS PRIOR WRITTEN CONSENT TO SUCH
ASSIGNMENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), (II) EXCEPT IN
THE CASE OF AN ASSIGNMENT TO A LENDER OR A LENDER AFFILIATE OR AN ASSIGNMENT OF
THE ENTIRE REMAINING AMOUNT OF THE ASSIGNING LENDER'S COMMITMENT, THE AMOUNT OF
THE COMMITMENT OF THE ASSIGNING LENDER SUBJECT TO EACH SUCH ASSIGNMENT
(DETERMINED AS OF THE DATE THE ASSIGNMENT AND ACCEPTANCE WITH RESPECT TO SUCH
ASSIGNMENT IS DELIVERED TO THE ADMINISTRATIVE AGENT) SHALL NOT BE LESS THAN
$5,000,000.00 AND THE AMOUNT OF THE ASSIGNING LENDER'S
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COMMITMENT SHALL NOT BE LESS THAN $5,000,000.00 AFTER THE EFFECTIVENESS OF SUCH
ASSIGNMENTS, UNLESS EACH OF BORROWER AND THE ADMINISTRATIVE AGENT OTHERWISE
CONSENT, (III) EACH PARTIAL ASSIGNMENT SHALL BE MADE AS AN ASSIGNMENT OF A
PROPORTIONATE PART OF ALL THE ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT, AND (IV) THE PARTIES TO EACH ASSIGNMENT SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ACCEPTANCE, TOGETHER WITH
A PROCESSING AND RECORDATION FEE OF $3,500.00; PROVIDED, FURTHER, THAT ANY
CONSENT OF BORROWER OTHERWISE REQUIRED UNDER THIS PARAGRAPH SHALL NOT BE
REQUIRED IF AN EVENT