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 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) (A "RATABLE ASSIGNMENT"); PROVIDED,
HOWEVER, THAT, (I) THE AGGREGATE AMOUNT OF THE COMMITMENT AND LOAN OF THE
ASSIGNING LENDER
53
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 AND LOAN 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 AGREE WITH
EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(I) OTHER THAN THE
REPRESENTATION AND WARRANTY THAT IT IS THE LEGAL AND BENEFICIAL OWNER OF THE
INTEREST BEING ASSIGNED THEREBY FREE AND CLEAR OF ANY ADVERSE CLAIM, SUCH LENDER
ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN
CONNECTION WITH ANY LOAN DOCUMENT OR THE EXECUTION, LEGALITY, VALIDITY,
ENFORCEABILITY,