SUCH NOTE OR ANY OTHER SUCH LOAN DOCUMENT AND ALTHOUGH SUCH
OBLIGATIONS MAY BE
53
UNMATURED.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE BORROWER AFTER ANY SUCH
SET-OFF AND APPLICATION, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT
AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
THE RIGHTS OF EACH LENDER
AND ITS AFFILIATES UNDER THIS SECTION 8.05 ARE IN ADDITION TO OTHER RIGHTS AND
REMEDIES (INCLUDING OTHER RIGHTS OF SET-OFF) THAT SUCH LENDER AND ITS AFFILIATES
MAY HAVE.
SECTION 8.06.
BINDING EFFECT.
THIS AGREEMENT SHALL BECOME EFFECTIVE
WHEN IT SHALL HAVE BEEN EXECUTED BY THE BORROWER AND THE ADMINISTRATIVE AGENT
AND WHEN THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED BY EACH LENDER PARTY
TO THIS AGREEMENT AS OF THE DATE HEREOF THAT SUCH LENDER HAS EXECUTED IT AND THE
CLOSING DATE SHALL HAVE OCCURRED AND THEREAFTER SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH SUCH LENDER
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER SHALL NOT
HAVE THE RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST
HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF ALL THE LENDERS.
SECTION 8.07.
ASSIGNMENTS AND PARTICIPATIONS.
(A)
EACH LENDER MAY
ASSIGN TO ONE OR MORE PERSONS ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT (INCLUDING THE LOANS OWING TO IT AND THE NOTE OR NOTES HELD
BY IT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER SHALL HAVE OBTAINED THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, NOT TO BE UNREASONABLY WITHHELD OR
DELAYED, (II) EACH SUCH ASSIGNMENT SHALL BE OF A CONSTANT, AND NOT A VARYING,
PERCENTAGE OF ALL RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, (III) EXCEPT IN
THE CASE OF (X) AN ASSIGNMENT TO A PERSON THAT, IMMEDIATELY PRIOR TO SUCH
ASSIGNMENT, WAS A LENDER, (Y) ASSIGNMENT TO THE APPROVED FUND OF THE ASSIGNING
LENDER OR (Z) AN ASSIGNMENT OF ALL OF A LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT, THE AMOUNT OF THE LOANS OF THE ASSIGNING LENDER BEING ASSIGNED
PURSUANT TO EACH SUCH ASSIGNMENT (DETERMINED AS OF THE DATE OF THE ASSIGNMENT
AND ACCEPTANCE WITH RESPECT TO SUCH ASSIGNMENT) SHALL IN NO EVENT BE LESS THAN
$1,000,000 AND SHALL BE AN INTEGRAL MULTIPLE OF $1,000,000 UNLESS THE
ADMINISTRATIVE AGENT OTHERWISE AGREES, AND IF THE ASSIGNING LENDER IS ASSIGNING
LESS THAN ALL OF ITS LOANS AFTER GIVING EFFECT TO SUCH ASSIGNMENT, THE AMOUNT OF
THE LOANS OF THE ASSIGNING LENDER SHALL BE EQUAL TO OR GREATER THAN $1,000,000
AND (IV) THE PARTIES TO EACH SUCH ASSIGNMENT SHALL (A) ELECTRONICALLY EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ACCEPTANCE VIA AN
ELECTRONIC SETTLEMENT SYSTEM ACCEPTABLE TO THE ADMINISTRATIVE AGENT (WHICH
INITIALLY SHALL BE CLEARPAR, LLC) OR (B) MANUALLY EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT AN ASSIGNMENT AND ACCEPTANCE TOGETHER WITH A PROCESSING AND
RECORDATION FEE OF $3,500 (SUCH FEE PAYABLE BY THE ASSIGNOR OR ASSIGNEE, AS
AGREED BY THE PARTIES), FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER.
UPON
SUCH