UNLESS AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, THE CONSENT OF BORROWER (ANY SUCH PERSON
REFERRED TO IN EITHER CLAUSE (A) OR CLAUSE (B) BEING REFERRED TO AS A
"TRANSFEREE"); PROVIDED, HOWEVER, THAT (X) SUCH CONSENT OF THE AGENT, THE
REQUIRED LENDERS AND, IF APPLICABLE, THE BORROWER SHALL NOT BE UNREASONABLY
WITHHELD, (Y) THE MINIMUM AGGREGATE AMOUNT OF THE SUM OF THE COMMITMENTS AND/OR
LOANS WHICH ARE THE SUBJECT OF THE ASSIGNMENT SHALL BE $25,000,000 UNLESS SUCH
ASSIGNMENT WHILE AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING IN WHICH
CASE THE MINIMUM AGGREGATE SUM SHALL BE $5,000,000, AND (Z) A LENDER MAY DISPOSE
OF A TRANSFERRED INTEREST ONLY PURSUANT TO A WRITTEN AGREEMENT SUBSTANTIALLY IN
THE FORM OF EXHIBIT G HERETO AND UPON PAYMENT TO THE AGENT BY THE PARTIES TO
SUCH DISPOSITION OF A PROCESSING AND RECORDING FEE IN THE AMOUNT OF $3,500
(PROVIDED SUCH FEE SHALL NOT BE PAYABLE WITH RESPECT TO ASSIGNMENTS BY A LENDER
TO ITS AFFILIATES). THE BORROWER AGREES THAT EACH TRANSFEREE SHALL BE ENTITLED
TO THE BENEFITS OF SECTIONS 2.22, 2.23, 2.24, 2.25, 2.26, 2.27, 2.28 AND 10.2
WITH RESPECT TO ITS TRANSFERRED INTEREST AND THAT EACH TRANSFEREE MAY EXERCISE
ANY AND ALL RIGHTS OF BANKER'S LIEN, SETOFF AND COUNTERCLAIM AS IF SUCH
TRANSFEREE WERE A DIRECT LENDER TO THE BORROWER. IF ANY LENDER MAKES ANY
ASSIGNMENT TO A TRANSFEREE, THEN UPON NOTICE TO THE BORROWER SUCH TRANSFEREE, TO
THE EXTENT OF SUCH ASSIGNMENT (UNLESS OTHERWISE PROVIDED THEREIN), SHALL BECOME
A "LENDER" HEREUNDER AND SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF SUCH
LENDER HEREUNDER AND SUCH LENDER SHALL BE RELEASED FROM ITS DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT OF SUCH ASSIGNMENT.
(D)
EACH LENDER MAY DISCLOSE TO ANY TRANSFEREE OR PARTICIPANT AND TO
ANY PROSPECTIVE TRANSFEREE OR PARTICIPANT ANY AND ALL INFORMATION IN SUCH
LENDER'S POSSESSION CONCERNING THE BORROWER, THE GUARANTORS OR ANY OF THEIR
SUBSIDIARIES THAT HAS BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF ANY SUCH
PERSON PURSUANT TO THIS AGREEMENT OR HAS BEEN DELIVERED TO SUCH LENDER BY OR ON
BEHALF OF SUCH PERSON IN CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF ANY
SUCH PERSON PRIOR TO ENTERING INTO THIS AGREEMENT,
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PROVIDED THAT PRIOR TO DISCLOSING SUCH INFORMATION, SUCH LENDER SHALL CAUSE SUCH
PROSPECTIVE TRANSFEREE OR PARTICIPANT TO EXECUTE AND DELIVER TO THE BORROWER AND
THE AGENT A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT H OR
SUCH OTHER FORM REASONABLY ACCEPTABLE TO THE BORROWER AND THE AGENT.
(E)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ANY LENDER
MAY AT ANY TIME CREATE A SECURITY INTEREST IN OR PLEDGE ALL OR ANY PORTION OF
ITS RIGHTS UNDER AND INTEREST IN THIS AGREEMENT AND ANY NOTE HELD BY IT IN FAVOR
OF ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH REGULATION A OF THE BOARD OR U.
S. TREASURY REGULATION 31 CFR § 203.14, AND SUCH FEDERAL RESERVE BANK MAY
ENFORCE SUCH PLEDGE OR SECURITY INTEREST IN ANY MANNER PERMITTED UNDER