HEREUNDER TO THE LENDERS AND (B) THE AMOUNT OF PRINCIPAL OR THE RATE OF
INTEREST PAYABLE ON, OR THE DATES FIXED FOR THE SCHEDULED REPAYMENT OF PRINCIPAL
OF, THE LOANS AND OTHER SUMS TO BE PAID TO THE LENDERS HEREUNDER, AND (III) THE
COMPANY AGREES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, THAT ANY PARTICIPANT OF A LENDER MAY EXERCISE ALL RIGHTS OF SET-OFF,
BANKERS' LIEN, COUNTERCLAIM OR SIMILAR RIGHTS WITH RESPECT TO SUCH PARTICIPATION
AS FULLY AS IF SUCH
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PARTICIPANT WERE A DIRECT HOLDER OF LOANS IF SUCH LENDER HAS PREVIOUSLY GIVEN
NOTICE OF SUCH PARTICIPATION TO THE COMPANY AND SUCH PARTICIPANT AGREES TO BE
BOUND BY SECTION 2.12 AS IF IT WERE A LENDER.
(C)
EACH LENDER MAY ASSIGN TO ONE OR MORE LENDERS OR ELIGIBLE
ASSIGNEES ALL OR A PORTION OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE SAME PORTION OF
THE RELATED LOAN AT THE TIME OWING TO IT AND ITS LETTER OF CREDIT EXPOSURE
AMOUNT) (A "RATABLE ASSIGNMENT"); PROVIDED, HOWEVER, THAT, (I) THE AGGREGATE
AMOUNT OF THE COMMITMENT, LOAN AND LETTER OF CREDIT EXPOSURE AMOUNT (WITHOUT
DUPLICATION) OF THE ASSIGNING LENDER SUBJECT TO EACH SUCH ASSIGNMENT (DETERMINED
AS OF THE DATE THE ASSIGNMENT AND ACCEPTANCE (AS DEFINED BELOW) WITH RESPECT TO
SUCH ASSIGNMENT IS DELIVERED TO THE AGENT) SHALL IN NO EVENT BE LESS THAN
$5,000,000 (UNLESS ALL OF THE ASSIGNING LENDER'S COMMITMENT, LOAN AND LETTER OF
CREDIT EXPOSURE AMOUNT IS BEING ASSIGNED); AND (II) THE PARTIES TO EACH SUCH
ASSIGNMENT SHALL EXECUTE AND DELIVER TO THE AGENT, FOR ITS ACCEPTANCE AND
RECORDING IN ITS RECORDS, AN ASSIGNMENT AND ACCEPTANCE IN THE FORM OF EXHIBIT F
ATTACHED HERETO (EACH AN "ASSIGNMENT AND ACCEPTANCE") WITH BLANKS APPROPRIATELY
COMPLETED, TOGETHER WITH ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT AND A
PROCESSING AND RECORDATION FEE OF $3,500 (FOR WHICH THE COMPANY SHALL HAVE NO
LIABILITY, AND PROVIDED THAT ONLY ONE SUCH FEE SHALL BE REQUIRED IN THE CASE OF
SIMULTANEOUS ASSIGNMENTS TO RELATED ENTITIES).
UPON SUCH EXECUTION, DELIVERY,
ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN EACH
ASSIGNMENT AND ACCEPTANCE, WHICH EFFECTIVE DATE SHALL BE AT LEAST FIVE BUSINESS
DAYS AFTER THE EXECUTION THEREOF, UNLESS A SHORTER PERIOD OF TIME MAY BE AGREED
TO BY THE AGENT IN ITS SOLE AND ABSOLUTE DISCRETION, (A) THE ASSIGNEE THEREUNDER
SHALL BE A PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH ASSIGNMENT AND
ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER AND (B) THE
LENDER THEREUNDER SHALL, TO THE EXTENT PROVIDED IN SUCH ASSIGNMENT, BE RELEASED
FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND
ACCEPTANCE COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO).
(D)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE
LENDER ASSIGNOR THEREUNDER AND THE ASSIGNEE THEREUNDER CONFIRM TO AND