THIS SECTION 3.8(S), (D) CHANGE THE PERCENTAGE
SPECIFIED IN THE DEFINITION OF MAJORITY LENDERS, (E) CONSENT TO THE ASSIGNMENT
OR TRANSFER BY BORROWER OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LOAN
AGREEMENT OR THE OTHER LOAN DOCUMENTS, (F) AMEND, MODIFY OR WAIVE ANY PROVISION
IN THIS LOAN AGREEMENT OR IN ANY OTHER LOAN DOCUMENT TO THE EXTENT PROVIDING FOR
PAYMENTS OR PREPAYMENTS ON THE NOTE
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TO BE APPLIED PRO RATA AMONG THE LENDERS, OR (G) RELEASE ANY GUARANTOR FROM ITS
GUARANTY (EXCEPT AS SET FORTH IN ITS GUARANTY); PROVIDED, FURTHER, THAT NO SUCH
AMENDMENT, MODIFICATION, WAIVER, DISCHARGE, TERMINATION OR CONSENT SHALL
(I) INCREASE THE LOAN COMMITMENT OF ANY LENDER OVER THE AMOUNT THEREOF THEN IN
EFFECT WITHOUT THE CONSENT OF SUCH LENDER OR (II) WITHOUT THE CONSENT OF
ADMINISTRATIVE AGENT, AMEND, MODIFY OR WAIVE ANY PROVISION RELATING TO THE
RIGHTS OR OBLIGATIONS OF ADMINISTRATIVE AGENT.
(II)
THIS LOAN AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF BORROWER, THE GUARANTORS, ADMINISTRATIVE AGENT AND
THE LENDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT BORROWER
AND THE GUARANTORS SHALL NOT HAVE THE RIGHT TO ASSIGN THEIR RIGHTS HEREUNDER OR
ANY INTEREST HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT
AND ALL THE LENDERS.
(T)
ASSIGNMENTS AND PARTICIPATIONS.
(I)
EACH LENDER SHALL HAVE THE RIGHT TO
ASSIGN ALL OR ANY PORTION OF ITS PORTION OF THE LOAN OUTSTANDING UNDER THIS LOAN
AGREEMENT OR THE NOTE TO ANY ELIGIBLE ASSIGNEE, SO LONG AS, AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO THE EFFECTIVENESS OF SUCH ASSIGNMENT (EXCEPT IN THE
CASE OF A RELATED LENDER ASSIGNMENT, WHICH SHALL BE GOVERNED BY THE PROVISIONS
OF SECTION 3.8(T)(II) BELOW) (A) AN ASSIGNMENT AND ACCEPTANCE WITH RESPECT TO
SUCH ASSIGNMENT IS DELIVERED TO ADMINISTRATIVE AGENT AND (B) THE ASSIGNING
LENDER OR THE ASSIGNEE PAYS TO ADMINISTRATIVE AGENT A TRANSFER FEE IN AN AMOUNT
EQUAL TO $3,500.00 (THE "ASSIGNMENT FEE"), AT WHICH TIME SUCH ELIGIBLE ASSIGNEE
SHALL BECOME ENTITLED TO THE BENEFITS, AND SUBJECT TO THE REQUIREMENTS AND
OBLIGATIONS, OF THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(II)
A LENDER MAY EFFECT A RELATED LENDER
ASSIGNMENT WITHOUT PAYING THE ASSIGNMENT FEE AND WITHOUT DELIVERING AN
ASSIGNMENT AND ACCEPTANCE TO ADMINISTRATIVE AGENT OR TO ANY OTHER PERSON;
PROVIDED, HOWEVER, THAT (A) BORROWER AND ADMINISTRATIVE AGENT MAY CONTINUE TO
DEAL SOLELY AND DIRECTLY WITH SUCH ASSIGNING LENDER UNTIL THE DATE THAT IS FIVE
(5) BUSINESS DAYS AFTER AN ASSIGNMENT AND ACCEPTANCE HAS BEEN DELIVERED TO
ADMINISTRATIVE AGENT FOR RECORDATION IN THE REGISTER, (B) THE FAILURE OF SUCH
ASSIGNING LENDER TO DELIVER AN ASSIGNMENT AND ACCEPTANCE TO ADMINISTRATIVE AGENT
SHALL NOT AFFECT THE LEGALITY, VALIDITY, OR BINDING EFFECT OF SUCH ASSIGNMENT AS
BETWEEN SUCH ASSIGNING LENDER AND SUCH ASSIGNEE, AND (C) AN ASSIGNMENT AND
ACCEPTANCE BETWEEN THE ASSIGNING LENDER AND AN AFFILIATE OF SUCH LENDER OR
APPROVED FUND OF SUCH LENDER SHALL BE EFFECTIVE AS OF THE DATE SPECIFIED IN SUCH
ASSIGNMENT AND ACCEPTANCE, ONCE RECORDED ON THE RELATED PARTY REGISTER (AS
DEFINED