THEREOF OR AN APPROVED
FUND; PROVIDED THAT IF A DEFAULT HAS OCCURRED AND IS CONTINUING, THE CONSENT OF
THE BORROWER SHALL NOT BE REQUIRED.
SUCH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
EACH SUCH ASSIGNMENT WITH RESPECT TO A PURCHASER WHICH IS
NOT A LENDER OR AN AFFILIATE THEREOF OR AN APPROVED FUND SHALL (UNLESS EACH OF
THE BORROWER (SO LONG AS NO DEFAULT HAS OCCURRED AND IS CONTINUING) AND THE
ADMINISTRATIVE AGENT OTHERWISE CONSENTS) BE IN AN AMOUNT NOT LESS THAN THE
LESSER OF (I) $10,000,000 OR (II) THE REMAINING AMOUNT OF THE ASSIGNING LENDER'S
COMMITMENT (CALCULATED AS AT THE DATE OF SUCH ASSIGNMENT) OR OUTSTANDING CREDIT
EXPOSURE (IF THE APPLICABLE COMMITMENT HAS BEEN TERMINATED).
(B)
EFFECT; EFFECTIVE DATE.
UPON (I) DELIVERY TO THE
ADMINISTRATIVE AGENT OF AN ASSIGNMENT, TOGETHER WITH ANY CONSENTS REQUIRED BY
SECTION 12.3(A), AND (II) PAYMENT OF A $3,500 FEE TO THE ADMINISTRATIVE AGENT
FOR PROCESSING SUCH ASSIGNMENT (UNLESS SUCH FEE IS WAIVED BY THE ADMINISTRATIVE
AGENT IN ITS SOLE DISCRETION), SUCH ASSIGNMENT SHALL BECOME EFFECTIVE ON THE
EFFECTIVE DATE SPECIFIED IN SUCH ASSIGNMENT.
THE ASSIGNMENT SHALL CONTAIN A
REPRESENTATION BY THE PURCHASER TO THE EFFECT THAT NONE OF THE CONSIDERATION
USED TO MAKE THE PURCHASE OF THE COMMITMENT AND OUTSTANDING CREDIT EXPOSURE
UNDER THE APPLICABLE ASSIGNMENT AGREEMENT CONSTITUTES "PLAN ASSETS" AS DEFINED
UNDER ERISA AND THAT THE RIGHTS AND INTERESTS OF THE PURCHASER IN AND UNDER THE
LOAN DOCUMENTS WILL NOT BE "PLAN ASSETS" UNDER ERISA.
ON AND AFTER THE
EFFECTIVE DATE OF SUCH ASSIGNMENT, SUCH PURCHASER SHALL FOR ALL PURPOSES BE A
LENDER PARTY TO THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT EXECUTED BY OR ON
BEHALF OF THE LENDERS AND SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF A LENDER
UNDER THE LOAN DOCUMENTS, TO THE SAME EXTENT AS IF IT WERE AN ORIGINAL PARTY
HERETO, AND NO FURTHER CONSENT OR ACTION BY THE BORROWER, THE LENDERS OR THE
ADMINISTRATIVE AGENT SHALL BE REQUIRED TO RELEASE THE TRANSFEROR LENDER WITH
RESPECT TO THE PERCENTAGE OF THE AGGREGATE COMMITMENT AND OUTSTANDING CREDIT
EXPOSURE ASSIGNED TO SUCH PURCHASER; PROVIDED, HOWEVER, THAT FOR THE AVOIDANCE
OF DOUBT, THE TRANSFEROR LENDER SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF
THOSE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WHICH SURVIVE
PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THE LOAN DOCUMENTS.
UPON THE
CONSUMMATION OF ANY ASSIGNMENT TO A PURCHASER PURSUANT TO THIS SECTION 12.3(A),
THE TRANSFEROR LENDER, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL, IF THE
TRANSFEROR LENDER OR THE PURCHASER DESIRES THAT ITS LOANS BE EVIDENCED BY NOTES,
MAKE APPROPRIATE ARRANGEMENTS SO THAT NEW NOTES OR, AS APPROPRIATE, REPLACEMENT
NOTES ARE ISSUED TO SUCH TRANSFEROR LENDER AND NEW NOTES OR, AS APPROPRIATE,
REPLACEMENT NOTES, ARE ISSUED TO SUCH PURCHASER, IN EACH CASE IN PRINCIPAL
AMOUNTS REFLECTING THEIR RESPECTIVE COMMITMENTS (OR, IF THE COMMITMENTS HAVE
TERMINATED, THEIR RESPECTIVE OUTSTANDING CREDIT EXPOSURE), AS ADJUSTED PURSUANT
TO SUCH ASSIGNMENT.
51
(C)
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS
PURPOSE AS AN AGENT OF