$5,000,000; (IV) REQUIRE A PAYMENT TO AGENT OF AN
ASSIGNMENT FEE OF $3,500, (V) WITH RESPECT TO ANY PARTIAL ASSIGNMENT, BE MADE AS
AN ASSIGNMENT OF A PROPORTIONATE PART OF ALL THE ASSIGNING LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE LOAN OR COMMITMENT ASSIGNED
(I.E., PRO RATA WITH RESPECT TO THE DOMESTIC REVOLVING LOANS AND THE ALTERNATIVE
CURRENCY REVOLVING ADVANCES) AND (VI) SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, REQUIRE THE CONSENT OF BORROWER REPRESENTATIVE,
WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING THE ABOVE,
AGENT MAY IN ITS SOLE AND ABSOLUTE DISCRETION PERMIT ANY ASSIGNMENT BY A LENDER
TO A PERSON OR PERSONS THAT ARE NOT QUALIFIED ASSIGNEES, SUBJECT TO BORROWER
REPRESENTATIVE'S CONSENT RIGHTS AS SET FORTH ABOVE.
IN THE CASE OF AN
ASSIGNMENT BY A LENDER THAT HAS BECOME EFFECTIVE UNDER THIS SECTION 8.1, (I) THE
ASSIGNEE SHALL HAVE, TO THE EXTENT OF SUCH ASSIGNMENT, THE SAME RIGHTS, BENEFITS
AND OBLIGATIONS AS ALL OTHER LENDERS HEREUNDER AND (II) THE ASSIGNING LENDER
SHALL BE RELIEVED OF ITS OBLIGATIONS HEREUNDER WITH RESPECT TO ITS COMMITMENTS
OR ASSIGNED PORTION THEREOF AND THE LOANS, LETTER OF CREDIT OBLIGATIONS AND
OTHER INTERESTS ASSIGNED BY IT FROM AND AFTER THE EFFECTIVE DATE OF SUCH
ASSIGNMENT.
BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT ANY ASSIGNMENT SHALL
GIVE RISE TO A DIRECT OBLIGATION OF BORROWERS TO THE ASSIGNEE AND THAT THE
ASSIGNEE SHALL BE CONSIDERED TO BE A "LENDER."
IN ALL INSTANCES, EACH LENDER'S
LIABILITY TO MAKE LOANS HEREUNDER SHALL BE SEVERAL AND NOT JOINT AND SHALL BE
LIMITED TO SUCH LENDER'S PRO RATA SHARE OF THE APPLICABLE COMMITMENT.
IN THE
EVENT AGENT OR ANY LENDER ASSIGNS OR OTHERWISE TRANSFERS ALL OR ANY PART OF THE
OBLIGATIONS, AGENT OR ANY SUCH LENDER SHALL SO NOTIFY BORROWERS AND BORROWERS
SHALL, UPON THE REQUEST OF AGENT OR SUCH LENDER, EXECUTE NEW NOTES IN EXCHANGE
FOR THE NOTES, IF ANY, BEING ASSIGNED.
NOTWITHSTANDING THE FOREGOING PROVISIONS
OF THIS SECTION 8.1(A), (A) ANY LENDER MAY AT ANY TIME PLEDGE THE OBLIGATIONS
HELD BY IT AND SUCH LENDER'S RIGHTS UNDER THIS AGREEMENT AND THE OTHER
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LOAN DOCUMENTS TO A FEDERAL RESERVE BANK, (B) ANY LENDER THAT IS AN INVESTMENT
FUND MAY ASSIGN THE OBLIGATIONS HELD BY IT AND SUCH LENDER'S RIGHTS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO ANOTHER INVESTMENT FUND MANAGED BY THE
SAME INVESTMENT ADVISOR OR PLEDGE SUCH OBLIGATIONS AND RIGHTS TO A TRUSTEE FOR
THE BENEFIT OF ITS INVESTORS AND (C) ANY LENDER MAY ASSIGN THE OBLIGATIONS TO AN
AFFILIATE OF SUCH LENDER OR TO A PERSON THAT IS A LENDER PRIOR TO THE DATE OF
SUCH ASSIGNMENT.
(B)
(I)
ANY PARTICIPATION BY A LENDER OF ALL OR ANY PART OF ITS
COMMITMENTS SHALL BE MADE WITH THE UNDERSTANDING THAT ALL AMOUNTS PAYABLE BY
BORROWERS HEREUNDER SHALL BE DETERMINED AS IF THAT LENDER HAD NOT SOLD SUCH
PARTICIPATION, AND THAT THE HOLDER OF ANY SUCH PARTICIPATION SHALL NOT BE
ENTITLED TO REQUIRE SUCH LENDER TO