OBLIGATIONS, SO AS TO COLLECT THE SAME
AMOUNT FROM THE BORROWER TWICE.
THE LENDERS AGREE TO SHARE WITH EACH
PARTICIPANT, AND EACH PARTICIPANT, BY EXERCISING THE RIGHT OF SETOFF PROVIDED IN
SECTION 11.1, AGREES TO SHARE WITH EACH LENDER, ANY AMOUNT RECEIVED PURSUANT TO
THE EXERCISE OF ITS RIGHT OF SETOFF, SUCH AMOUNTS TO BE SHARED IN ACCORDANCE
WITH SECTION 11.2 AS IF EACH PARTICIPANT WERE A LENDER.
65
12.3
ASSIGNMENTS.
12.3.1
PERMITTED ASSIGNMENTS.
ANY LENDER MAY, IN THE ORDINARY COURSE OF
ITS BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME ASSIGN TO ANY
ELIGIBLE ASSIGNEE ALL OR ANY PORTION (GREATER THAN OR EQUAL TO $10,000,000 FOR
EACH ASSIGNEE, SO LONG AS THE HOLD POSITION OF THE ASSIGNING LENDER IS NOT LESS
THAN $10,000,000) OF ITS RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
SUCH
ASSIGNMENT SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO OR IN SUCH
OTHER FORM AS MAY BE AGREED TO BY THE PARTIES THERETO.
THE CONSENT OF THE
ADMINISTRATIVE AGENT SHALL BE REQUIRED PRIOR TO AN ASSIGNMENT BECOMING EFFECTIVE
WITH RESPECT TO AN ELIGIBLE ASSIGNEE WHICH IS NOT A LENDER OR AN AFFILIATE
THEREOF.
SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
12.3.2
EFFECT; EFFECTIVE DATE.
UPON (I) DELIVERY TO THE ADMINISTRATIVE
AGENT OF A NOTICE OF ASSIGNMENT, SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT "I" TO EXHIBIT D HERETO (A "NOTICE OF ASSIGNMENT"), TOGETHER WITH ANY
CONSENTS REQUIRED BY SECTION 12.3.1, AND (II) PAYMENT OF A $3,500 FEE BY THE
ASSIGNOR OR ASSIGNEE TO THE ADMINISTRATIVE AGENT FOR PROCESSING SUCH ASSIGNMENT,
SUCH ASSIGNMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE SPECIFIED IN SUCH
NOTICE OF ASSIGNMENT.
THE NOTICE OF ASSIGNMENT SHALL CONTAIN A REPRESENTATION
BY THE ELIGIBLE ASSIGNEE TO THE EFFECT THAT NONE OF THE CONSIDERATION USED TO
MAKE THE PURCHASE OF THE COMMITMENT AND LOANS UNDER THE APPLICABLE ASSIGNMENT
AGREEMENT ARE "PLAN ASSETS" AS DEFINED UNDER ERISA AND THAT THE RIGHTS AND
INTERESTS OF THE ELIGIBLE ASSIGNEE IN AND UNDER THE LOAN DOCUMENTS WILL NOT BE
"PLAN ASSETS" UNDER ERISA.
ON AND AFTER THE EFFECTIVE DATE OF SUCH ASSIGNMENT,
SUCH ELIGIBLE ASSIGNEE SHALL FOR ALL PURPOSES BE A LENDER PARTY TO THIS
AGREEMENT AND ANY OTHER LOAN DOCUMENT EXECUTED BY 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, AND THE TRANSFEROR LENDER SHALL AUTOMATICALLY BE
RELEASED ON THE EFFECTIVE DATE OF SUCH ASSIGNMENT, WITH RESPECT TO THE
PERCENTAGE OF THE AGGREGATE COMMITMENT AND LOANS ASSIGNED TO SUCH ELIGIBLE
ASSIGNEE.
UPON THE CONSUMMATION OF ANY ASSIGNMENT TO A ELIGIBLE ASSIGNEE
PURSUANT TO THIS SECTION 12.3.2, THE TRANSFEROR LENDER, THE ADMINISTRATIVE AGENT
AND THE BORROWER SHALL MAKE APPROPRIATE ARRANGEMENTS SO THAT REPLACEMENT NOTES
ARE ISSUED TO SUCH TRANSFEROR LENDER AND NEW NOTES OR, AS APPROPRIATE,
REPLACEMENT NOTES, ARE ISSUED