DEFINITIONS OF THE TERMS USED IN
THIS SECTION 11.5(A) INSOFAR AS THE DEFINITIONS AFFECT THE
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SUBSTANCE OF THIS SECTION 11.5(A); OR (F) CONSENT TO THE ASSIGNMENT, DELEGATION
OR OTHER TRANSFER BY ANY CREDIT PARTY OF ANY OF ITS RIGHTS AND OBLIGATIONS UNDER
ANY FINANCING DOCUMENT OR RELEASE BORROWER OF ITS PAYMENT OBLIGATIONS UNDER ANY
FINANCING DOCUMENT, EXCEPT, IN EACH CASE WITH RESPECT TO THIS CLAUSE (F),
PURSUANT TO A MERGER OR CONSOLIDATION PERMITTED PURSUANT TO THIS AGREEMENT. IT
IS HEREBY UNDERSTOOD AND AGREED THAT ALL LENDERS SHALL BE DEEMED DIRECTLY
AFFECTED BY AN AMENDMENT, WAIVER OR OTHER MODIFICATION OF THE TYPE DESCRIBED IN
THE PRECEDING CLAUSES (C), (D), (E) AND (F) OF THE PRECEDING SENTENCE.
(B)
ELIGIBLE SWAP COUNTERPARTY CONSENT RIGHTS. WITHOUT LIMITATION OF
THE PROVISIONS OF THE PRECEDING CLAUSE (A), NO WAIVER, AMENDMENT OR OTHER
MODIFICATION TO THIS AGREEMENT SHALL, UNLESS SIGNED BY EACH ELIGIBLE SWAP
COUNTERPARTY THEN IN EXISTENCE, MODIFY THE PROVISIONS OF SECTION 8.6 IN ANY
MANNER ADVERSE TO THE INTERESTS OF EACH SUCH ELIGIBLE SWAP COUNTERPARTY.
SECTION 11.6
ASSIGNMENTS; PARTICIPATIONS; REPLACEMENT OF LENDERS.
(A)
ASSIGNMENTS.
(I)
ANY LENDER MAY AT ANY TIME ASSIGN TO ONE OR MORE ELIGIBLE
ASSIGNEES ALL OR ANY PORTION OF SUCH LENDER'S LOANS AND INTEREST IN THE
REVOLVING LOAN COMMITMENT, TOGETHER WITH ALL RELATED OBLIGATIONS OF SUCH LENDER
HEREUNDER. EXCEPT AS ADMINISTRATIVE AGENT MAY OTHERWISE AGREE, THE AMOUNT OF ANY
SUCH ASSIGNMENT (DETERMINED AS OF THE DATE OF THE APPLICABLE ASSIGNMENT
AGREEMENT OR, IF A "TRADE DATE" IS SPECIFIED IN SUCH ASSIGNMENT AGREEMENT, AS OF
SUCH TRADE DATE) SHALL BE IN A MINIMUM AGGREGATE AMOUNT EQUAL TO $5,000,000 OR,
IF LESS, THE ASSIGNOR'S ENTIRE INTERESTS IN THE REVOLVING LOAN COMMITMENT AND
OUTSTANDING LOANS; PROVIDED, THAT, IN CONNECTION WITH SIMULTANEOUS ASSIGNMENTS
TO TWO OR MORE RELATED APPROVED FUNDS, SUCH APPROVED FUNDS SHALL BE TREATED AS
ONE ASSIGNEE FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE MINIMUM ASSIGNMENT
SIZE REFERRED TO ABOVE. BORROWER AND ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH THE
INTERESTS SO ASSIGNED TO AN ELIGIBLE ASSIGNEE UNTIL ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED AND ACCEPTED AN EFFECTIVE ASSIGNMENT AGREEMENT EXECUTED, DELIVERED
AND FULLY COMPLETED BY THE APPLICABLE PARTIES THERETO, SUCH OTHER INFORMATION
REGARDING SUCH ELIGIBLE ASSIGNEE AS ADMINISTRATIVE AGENT REASONABLY SHALL
REQUIRE AND A PROCESSING FEE OF $3,500; PROVIDED, ONLY ONE PROCESSING FEE SHALL
BE PAYABLE IN CONNECTION WITH SIMULTANEOUS ASSIGNMENTS TO TWO OR MORE RELATED
APPROVED FUNDS.
(II)
FROM AND AFTER THE DATE ON WHICH THE CONDITIONS DESCRIBED ABOVE
HAVE BEEN MET, (A) SUCH ELIGIBLE ASSIGNEE SHALL BE DEEMED AUTOMATICALLY TO HAVE
BECOME A PARTY HERETO AND, TO THE EXTENT OF THE INTERESTS ASSIGNED TO SUCH
ELIGIBLE ASSIGNEE PURSUANT TO SUCH ASSIGNMENT AGREEMENT, SHALL HAVE THE RIGHTS
AND OBLIGATIONS OF A LENDER HEREUNDER AND (B) THE ASSIGNING LENDER, TO THE
EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT AGREEMENT, SHALL BE RELEASED FROM ITS RIGHTS AND OBLIGATIONS
HEREUNDER (OTHER THAN THOSE THAT