RESPECT OF OUTSTANDING MONEY MARKET LOANS.
UPON EXECUTION AND DELIVERY
OF SUCH INSTRUMENT AND PAYMENT BY SUCH ASSIGNEE TO SUCH TRANSFEROR BANK OF AN
AMOUNT EQUAL TO THE PURCHASE PRICE AGREED BETWEEN SUCH TRANSFEROR BANK AND SUCH
ASSIGNEE, SUCH ASSIGNEE SHALL BE A BANK PARTY TO THIS AGREEMENT AND SHALL HAVE
ALL THE RIGHTS AND OBLIGATIONS OF A BANK WITH A COMMITMENT AS SET FORTH IN SUCH
INSTRUMENT OF ASSUMPTION, AND NO FURTHER CONSENT OR ACTION BY ANY PARTY SHALL BE
REQUIRED AND THE TRANSFEROR BANK SHALL BE RELEASED FROM ITS OBLIGATIONS
HEREUNDER TO A CORRESPONDING EXTENT. UPON THE CONSUMMATION OF ANY ASSIGNMENT
PURSUANT TO THIS SUBSECTION (C), THE TRANSFEROR BANK, THE ADMINISTRATIVE AGENT
AND THE BORROWER SHALL MAKE APPROPRIATE ARRANGEMENTS SO THAT, IF REQUESTED OR
REQUIRED, A NEW NOTE IS ISSUED TO THE ASSIGNEE UPON THE RETURN TO THE BORROWER
OF THE OLD NOTE, IF ANY, MARKED "CANCELLED".
IN CONNECTION WITH ANY SUCH
ASSIGNMENT (OTHER THAN AN ASSIGNMENT BY A BANK TO AN AFFILIATE), THE TRANSFEROR
BANK SHALL PAY TO THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE FEE FOR PROCESSING
SUCH ASSIGNMENT IN THE AMOUNT OF $3,500.
IF THE ASSIGNEE IS NOT ORGANIZED UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR A STATE THEREOF, IT SHALL DELIVER TO
THE BORROWER AND THE ADMINISTRATIVE AGENT CERTIFICATION AS TO EXEMPTION FROM
DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES IN ACCORDANCE
WITH SECTION 8.4. ANY ASSIGNMENT MADE DURING THE CONTINUATION OF AN EVENT OF
DEFAULT SHALL NOT BE INVALIDATED BY ANY SUBSEQUENT CURE OF SUCH EVENT OF
DEFAULT.
(D)
ANY BANK (EACH, A "DESIGNATING LENDER") MAY AT ANY TIME DESIGNATE
ONE DESIGNATED LENDER TO FUND MONEY MARKET LOANS ON BEHALF OF SUCH DESIGNATING
LENDER SUBJECT TO THE TERMS OF THIS SECTION 9.6(D) AND THE PROVISIONS IN SECTION
9.6(B) AND (C) SHALL NOT APPLY TO SUCH DESIGNATION.
NO BANK MAY DESIGNATE MORE
THAN ONE (1) DESIGNATED LENDER AT ANY ONE TIME.
THE PARTIES TO EACH SUCH
DESIGNATION SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT FOR ITS
ACCEPTANCE A DESIGNATION AGREEMENT. UPON SUCH RECEIPT OF AN APPROPRIATELY
COMPLETED DESIGNATION AGREEMENT EXECUTED BY A DESIGNATING LENDER AND A DESIGNEE
REPRESENTING THAT IT IS A DESIGNATED LENDER, THE ADMINISTRATIVE AGENT WILL
ACCEPT SUCH DESIGNATION AGREEMENT AND WILL GIVE PROMPT NOTICE THEREOF TO THE
BORROWER, WHEREUPON, (I) THE BORROWER SHALL, IF REQUESTED, EXECUTE AND DELIVER
TO THE DESIGNATING LENDER A DESIGNATED LENDER NOTE PAYABLE TO THE ORDER OF THE
DESIGNATED LENDER, (II) FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN THE
DESIGNATION AGREEMENT, THE DESIGNATED LENDER SHALL BECOME A PARTY TO THIS
AGREEMENT WITH A RIGHT (SUBJECT TO THE PROVISIONS OF SECTION 2.4) TO MAKE MONEY
MARKET LOANS ON BEHALF OF ITS DESIGNATING LENDER PURSUANT TO THE DESIGNATION
AGREEMENT AFTER THE BORROWER HAS ACCEPTED A MONEY MARKET LOAN (OR PORTION
THEREOF) OF THE DESIGNATING LENDER, AND (III) THE DESIGNATED LENDER SHALL NOT BE
REQUIRED TO MAKE PAYMENTS WITH RESPECT TO ANY OBLIGATIONS IN THIS AGREEMENT
EXCEPT TO THE EXTENT OF EXCESS CASH FLOW