OF SUCH LENDER'S LOAN OR COMMITMENT OR OTHER RIGHTS AND OBLIGATIONS, AS
APPLICABLE) FOR THE TERM LOAN AND (Y) $10,000,000 (OR, IF LESS, THE ENTIRE
AMOUNT OF SUCH LENDER'S LOAN OR COMMITMENT OR OTHER RIGHTS AND OBLIGATIONS, AS
APPLICABLE) FOR REVOLVING COMMITMENTS (PROVIDED THAT, UNLESS EITHER (I) AN
ASSIGNOR LENDER HAS ASSIGNED AND DELEGATED ALL OF ITS LOANS AND COMMITMENTS OR
(II) AN ASSIGNOR'S COMMITMENT AS OF THE CLOSING DATE WAS LESS THAN $10,000,000
FOR THE TERM LOAN OR $20,000,000 FOR THE REVOLVING COMMITMENTS, NO SUCH
ASSIGNMENT AND/OR DELEGATION SHALL BE PERMITTED UNLESS, AFTER GIVING EFFECT
THERETO, SUCH ASSIGNOR LENDER RETAINS A COMMITMENT IN A MINIMUM AMOUNT OF (X)
$5,000,000 FOR THE
77
TERM LOAN AND (Y) $10,000,000 FOR REVOLVING COMMITMENTS); PROVIDED, HOWEVER,
THAT THE BORROWERS AND THE AGENT MAY CONTINUE TO DEAL SOLELY AND DIRECTLY WITH
SUCH LENDER IN CONNECTION WITH THE INTEREST SO ASSIGNED TO AN ASSIGNEE UNTIL
(I) WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT INSTRUCTIONS,
ADDRESSES AND RELATED INFORMATION WITH RESPECT TO THE ASSIGNEE, SHALL HAVE BEEN
GIVEN TO THE BORROWERS AND THE AGENT BY SUCH LENDER AND THE ASSIGNEE; (II) SUCH
LENDER AND ITS ASSIGNEE SHALL HAVE DELIVERED TO THE BORROWERS AND THE AGENT AN
ASSIGNMENT AND ACCEPTANCE IN THE FORM OF EXHIBIT F ("ASSIGNMENT AND ACCEPTANCE")
TOGETHER WITH ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT AND (III) THE
ASSIGNOR LENDER OR ASSIGNEE HAS PAID TO THE AGENT A PROCESSING FEE IN THE AMOUNT
OF $3,500; AND PROVIDED FURTHER THAT NO LENDER MAY ASSIGN ALL, OR ANY RATABLE
PART OF ALL, OF THE LOANS, THE COMMITMENTS AND THE OTHER RIGHTS AND OBLIGATIONS
OF SUCH LENDER HEREUNDER UNLESS IT SHALL SIMULTANEOUSLY ASSIGN A RATABLE PORTION
OF EACH OF ITS REVOLVING CREDIT COMMITMENTS, REVOLVING LOANS AND TERM LOANS
HEREUNDER.
THE BORROWERS AGREE TO PROMPTLY EXECUTE AND DELIVER NEW PROMISSORY
NOTES AND REPLACEMENT PROMISSORY NOTES AS REASONABLY REQUESTED BY THE AGENT TO
EVIDENCE ASSIGNMENTS OF THE REVOLVING CREDIT COMMITMENTS IN ACCORDANCE HEREWITH.
(B)
FROM AND AFTER THE DATE THAT THE AGENT
NOTIFIES THE ASSIGNOR LENDER THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND
ACCEPTANCE AND PAYMENT OF THE ABOVE-REFERENCED PROCESSING FEE, (I) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO PARTICIPATE IN
LETTERS OF CREDIT AND CREDIT SUPPORT HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH
ASSIGNMENT AND ACCEPTANCE, SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER
UNDER THE LOAN DOCUMENTS, AND (II) THE ASSIGNOR LENDER SHALL, TO THE EXTENT THAT
RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS HAVE BEEN
ASSIGNED BY IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS
AND BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND IN THE CASE OF AN
ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO
BE A PARTY HERETO).
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT
AND ACCEPTANCE, THE