least fifty-one percent (51%) of the
Revolving Credit Maximum Amount in effect at the relevant time of reference.
10.9
BINDING EFFECT OF AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE BORROWERS, THE AGENT, THE BANKS, THE ISSUING
BANK AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE BANKS MAY, IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 10.10 HEREOF, SELL, ASSIGN OR OTHERWISE TRANSFER
ALL OR ANY PORTION OF THEIR RESPECTIVE RIGHT, TITLE AND INTEREST IN, AND THEIR
RESPECTIVE OBLIGATIONS UNDER, THIS AGREEMENT AND THE LOANS AND SWING LINE LOANS
MADE AND TO BE MADE HEREUNDER, OR GRANT PARTICIPATIONS IN THEIR RESPECTIVE
RIGHT, TITLE AND INTEREST HEREIN AND THEREIN.
NO BORROWER MAY ASSIGN OR
TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER.
10.10
ASSIGNMENT AND PARTICIPATION.
(I)
ASSIGNMENTS BY THE BANKS.
FROM AND AFTER THE DATE HEREOF, ANY
BANK MAY AT ANY TIME ASSIGN ALL, OR A PROPORTIONATE PART OF ALL, OF ITS RIGHTS,
INTERESTS AND DUTIES WITH RESPECT TO ITS REVOLVING CREDIT COMMITMENT AND SWING
LINE COMMITMENT, AND ITS NOTE AND SWING LINE NOTE, AS APPLICABLE, TO ONE OR MORE
BANKS OR OTHER FINANCIAL INSTITUTIONS (EACH, AN "ASSIGNEE") ON SUCH TERMS, AS
BETWEEN SUCH BANK AND EACH OF ITS ASSIGNEES, AS SUCH BANK MAY THINK FIT, AND
SUCH ASSIGNEE SHALL ASSUME SUCH RIGHTS, INTERESTS AND DUTIES PURSUANT TO AN
INSTRUMENT EXECUTED BY SUCH ASSIGNEE AND SUCH BANK, AND FOR THIS PURPOSE SUCH
BANK MAY MAKE AVAILABLE TO EACH OF ITS POTENTIAL ASSIGNEES SUCH INFORMATION
RELATING TO THE BORROWERS, THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY AS SUCH BANK MAY THINK NECESSARY OR DESIRABLE, WHICH INFORMATION SHALL BE
HELD BY EACH POTENTIAL ASSIGNEE STRICTLY IN CONFIDENCE; PROVIDED, HOWEVER, THAT
(A) PRIOR TO ASSIGNING ANY INTEREST TO ANY ASSIGNEE HEREUNDER, (1) SUCH BANK
SHALL NOTIFY THE AGENT AND THE BORROWERS IN WRITING IDENTIFYING THE PROPOSED
ASSIGNEE AND STATING THE AGGREGATE PRINCIPAL AMOUNT OF THE PROPOSED INTEREST TO
BE ASSIGNED, AND (2) RECEIVE THE PRIOR WRITTEN CONSENT OF THE AGENT AND,
PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWERS,
WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD, AND (B) NO BANK WILL ASSIGN TO
ANY ASSIGNEE LESS THAN AN AGGREGATE AMOUNT EQUAL TO $5,000,000 OF SUCH BANK'S
REVOLVING CREDIT COMMITMENT AND LOANS AND INTEREST IN ITS NOTE, OR SWING LINE
COMMITMENT AND SWING LINE LOANS AND INTEREST IN ITS SWING LINE NOTE, OR, IF
LESS, THE REMAINING AMOUNT OF SUCH BANK'S REVOLVING CREDIT COMMITMENT OR SWING
LINE COMMITMENT, AS APPLICABLE.
IT IS UNDERSTOOD AND AGREED THAT THE PROVISO
CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL NOT BE APPLICABLE IN THE
CASE OF, AND THIS PARAGRAPH (I) SHALL NOT RESTRICT, (A) AN ASSIGNMENT OR OTHER
TRANSFER BY SUCH BANK TO AN AFFILIATE OF SUCH BANK OR TO ANY OTHER BANK OR (B) A
COLLATERAL ASSIGNMENT OR OTHER SIMILAR TRANSFER TO ANY OF THE TWELVE FEDERAL
RESERVE BANKS ORGANIZED UNDER SECTION 4 OF THE FEDERAL RESERVE ACT, 12 U.S.C.
§341.
UPON EXECUTION AND DELIVERY OF SUCH AN