EACH OTHER LOAN DOCUMENT UNTIL AND FINAL
PAYMENT OF ALL SUMS OWING UNDER THE CREDIT FACILITY AND THE CREDIT FACILITY HAS
BEEN IRREVOCABLY TERMINATED.
119
SECTION 10.09.
SUCCESSORS AND ASSIGNS.
ALL OF THE TERMS, COVENANTS,
WARRANTIES AND CONDITIONS CONTAINED IN THIS CREDIT AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 10.10.
ASSIGNMENT OF LOAN DOCUMENTS BY BORROWER, GUARANTOR OR
SYNDICATION INTERESTS BY LENDERS.
(A)
THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
BORROWER OR GUARANTOR IS A PARTY WILL BE BINDING UPON AND INURE TO THE BENEFIT
OF BORROWER, GUARANTOR, THE AGENT BANK, EACH OF THE BANKS, AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT THAT, BORROWER AND GUARANTOR MAY NOT ASSIGN THEIR
RIGHTS HEREUNDER OR THEREUNDER OR ANY INTEREST HEREIN OR THEREIN WITHOUT THE
PRIOR WRITTEN CONSENT OF ALL THE LENDERS.
ANY ATTEMPTED ASSIGNMENT OR
DELEGATION IN CONTRAVENTION OF THE FOREGOING SHALL BE NULL AND VOID.
ANY LENDER
MAY AT ANY TIME PLEDGE ITS SYNDICATION INTEREST IN THE CREDIT FACILITY, THE
CREDIT AGREEMENT AND THE LOAN DOCUMENTS TO A FEDERAL RESERVE BANK, BUT NO SUCH
PLEDGE SHALL RELEASE THAT LENDER FROM ITS OBLIGATIONS HEREUNDER OR GRANT TO SUCH
FEDERAL RESERVE BANK THE RIGHTS OF A LENDER HEREUNDER ABSENT FORECLOSURE OF SUCH
PLEDGE.
(B)
EACH LENDER MAY ASSIGN ALL OR ANY PART OF ITS SYNDICATION INTEREST
IN THE CREDIT FACILITY TO ONE OR MORE FINANCIAL INSTITUTIONS THAT ARE ELIGIBLE
ASSIGNEES WITH THE PRIOR CONSENT OF THE AGENT BANK AND, SO LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND REMAINS CONTINUING, BORROWER (WHICH CONSENTS SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED); PROVIDED, HOWEVER, THAT THE MINIMUM AMOUNT
OF EACH SUCH ASSIGNMENT SHALL BE FIVE MILLION DOLLARS ($5,000,000.00), OR SUCH
LESSER AMOUNT AS CONSTITUTES THE REMAINING AMOUNT OF A LENDER'S SYNDICATION
INTEREST IN THE CREDIT FACILITY (EXCEPT THAT THERE SHALL BE NO MINIMUM
ASSIGNMENT AMONG THE LENDERS OR TO THEIR AFFILIATES), AND EACH ASSIGNEE LENDER
(OR ASSIGNOR IF SO AGREED BETWEEN THE ASSIGNEE LENDER AND SUCH ASSIGNOR) SHALL
PAY TO THE AGENT BANK AN ASSIGNMENT FEE OF THREE THOUSAND FIVE HUNDRED DOLLARS
($3,500.00) WITH RESPECT TO EACH SUCH ASSIGNMENT.
EACH SUCH ASSIGNMENT SHALL BE
EVIDENCED BY AN ASSIGNMENT SUBSTANTIALLY IN THE FORM OF THE ASSIGNMENT AND
ASSUMPTION AGREEMENT OR OTHER FORM REASONABLY ACCEPTABLE TO AGENT BANK AND
BORROWER.
CONCURRENTLY WITH EACH SUCH ASSIGNMENT, EACH ASSIGNEE LENDER SHALL
CERTIFY THAT AS OF THE DATE OF SUCH ASSIGNMENT NO AMOUNTS ARE PAYABLE TO SUCH
ASSIGNEE LENDER UNDER SECTIONS 2.12 OR 2.13 OF THE CREDIT AGREEMENT OTHER THAN
TO THE EXTENT AMOUNTS THEREUNDER ARE PAYABLE TO ALL OF THE LENDERS.
UPON ANY
SUCH ASSIGNMENT, THE ASSIGNEE FINANCIAL INSTITUTION SHALL BECOME A LENDER FOR
ALL PURPOSES UNDER THE CREDIT AGREEMENT AND EACH OF THE LOAN DOCUMENTS AND THE
ASSIGNING LENDER SHALL BE RELEASED FROM ITS FURTHER OBLIGATIONS HEREUNDER TO THE
EXTENT OF SUCH ASSIGNMENT.
AGENT BANK AGREES TO GIVE PROMPT NOTICE TO BORROWER
OF EACH ASSIGNMENT MADE UNDER