AGENT IS NOT A NON-CONSENTING LENDER, AT THE BORROWERS'
REQUEST, THE AGENT OR AN ELIGIBLE ASSIGNEE SHALL HAVE THE RIGHT (BUT NOT THE
OBLIGATION) WITH THE AGENT'S APPROVAL, TO PURCHASE FROM THE NON-CONSENTING
LENDERS, AND THE NON-CONSENTING LENDERS AGREE THAT THEY SHALL SELL, ALL THE
NON-CONSENTING LENDERS' REVOLVING CREDIT COMMITMENTS AND LOANS FOR AN AMOUNT
EQUAL TO THE PRINCIPAL BALANCES THEREOF AND ALL ACCRUED INTEREST AND FEES WITH
RESPECT THERETO THROUGH THE DATE OF SALE PURSUANT TO ASSIGNMENT AND ACCEPTANCE
AGREEMENT(S), WITHOUT PREMIUM OR DISCOUNT.
81
11.2
Assignments; Participations.
(A)
ANY LENDER MAY, WITH THE WRITTEN CONSENT OF THE
AGENT ASSIGN AND DELEGATE TO ONE OR MORE ELIGIBLE ASSIGNEES (PROVIDED THAT NO
CONSENT SHALL BE REQUIRED IN CONNECTION WITH ANY ASSIGNMENT AND DELEGATION BY A
LENDER TO AN AFFILIATE OF SUCH LENDER) (EACH AN "ASSIGNEE") ALL, OR ANY RATABLE
PART OF ALL, OF THE LOANS, THE COMMITMENTS AND THE OTHER RIGHTS AND OBLIGATIONS
OF SUCH LENDER HEREUNDER, IN A MINIMUM AMOUNT OF TEN MILLION DOLLARS
($10,000,000) (OR, IF LESS, THE ENTIRE AMOUNT OF SUCH LENDER'S LOAN OR
COMMITMENT OR OTHER RIGHTS AND OBLIGATIONS, AS APPLICABLE) FOR REVOLVING
COMMITMENTS (PROVIDED THAT, UNLESS EITHER (I) AN ASSIGNOR LENDER HAS ASSIGNED
AND DELEGATED ALL OF ITS LOANS AND COMMITMENTS OR (II) AN ASSIGNOR'S COMMITMENT
AS OF THE CLOSING DATE WAS LESS THAN TWENTY MILLION DOLLARS ($20,000,000) FOR
THE REVOLVING COMMITMENTS, NO SUCH ASSIGNMENT AND/OR DELEGATION SHALL BE
PERMITTED UNLESS, AFTER GIVING EFFECT THERETO, SUCH ASSIGNOR LENDER RETAINS A
COMMITMENT IN A MINIMUM AMOUNT OF TEN MILLION DOLLARS ($10,000,000) FOR
REVOLVING COMMITMENTS); PROVIDED, HOWEVER, THAT THE BORROWERS AND THE AGENT MAY
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH THE
INTEREST SO ASSIGNED TO AN ASSIGNEE UNTIL (I) WRITTEN NOTICE OF SUCH ASSIGNMENT,
TOGETHER WITH PAYMENT INSTRUCTIONS, ADDRESSES AND RELATED INFORMATION WITH
RESPECT TO THE ASSIGNEE, SHALL HAVE BEEN GIVEN TO THE BORROWERS AND THE AGENT BY
SUCH LENDER AND THE ASSIGNEE; (II) SUCH LENDER AND ITS ASSIGNEE SHALL HAVE
DELIVERED TO THE BORROWERS AND THE AGENT AN ASSIGNMENT AND ACCEPTANCE IN THE
FORM OF EXHIBIT D ("ASSIGNMENT AND ACCEPTANCE") TOGETHER WITH ANY NOTE OR NOTES
SUBJECT TO SUCH ASSIGNMENT AND (III) THE ASSIGNOR LENDER OR ASSIGNEE HAS PAID TO
THE AGENT A PROCESSING FEE IN THE AMOUNT OF THREE THOUSAND FIVE HUNDRED DOLLARS
($3,500); AND PROVIDED FURTHER THAT NO LENDER MAY ASSIGN ALL, OR ANY RATABLE
PART OF ALL, OF THE LOANS, THE COMMITMENTS AND THE OTHER RIGHTS AND OBLIGATIONS
OF SUCH LENDER HEREUNDER UNLESS IT SHALL SIMULTANEOUSLY ASSIGN A RATABLE PORTION
OF EACH OF ITS REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS HEREUNDER.
THE
BORROWERS AGREE TO PROMPTLY EXECUTE AND DELIVER NEW PROMISSORY NOTES AND
REPLACEMENT PROMISSORY NOTES AS REASONABLY REQUESTED BY THE AGENT TO EVIDENCE
ASSIGNMENTS OF THE REVOLVING CREDIT COMMITMENTS IN ACCORDANCE HEREWITH.
(B)
FROM AND AFTER THE DATE THAT THE AGENT NOTIFIES
THE ASSIGNOR LENDER THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND ACCEPTANCE
AND PAYMENT OF THE ABOVE-REFERENCED PROCESSING FEE, (I) THE ASSIGNEE THEREUNDER