and restated) or have any Revolving Credit Commitment or other
obligation hereunder and shall have been paid in full all amounts payable
hereunder to such Lender or the Agent, as the case may be.
SECTION 12.05.
SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
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SECTION 12.06.
ASSIGNMENTS AND PARTICIPATIONS.
(A)
THE BORROWER MAY NOT ASSIGN ITS RIGHTS OR
OBLIGATIONS HEREUNDER OR UNDER ANY LETTERS OF CREDIT WITHOUT THE PRIOR CONSENT
OF ALL OF THE LENDERS AND THE AGENT.
(B)
ANY LENDER MAY UPON THE WRITTEN CONSENT OF
THE AGENT AND THE ISSUING BANK (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD)
AND, IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER (WHICH
CONSENT WILL NOT BE UNREASONABLY WITHHELD), ASSIGN TO ONE OR MORE ASSIGNEES ALL
OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO AN
ASSIGNMENT AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT C (AN "ASSIGNMENT
AGREEMENT"); PROVIDED, HOWEVER, THAT (I) ANY SUCH ASSIGNMENT SHALL BE IN THE
AMOUNT OF AT LEAST $5,000,000 (OR IF LESS, THE TOTAL AMOUNT OF SUCH LENDER'S
REVOLVING CREDIT COMMITMENT) OR SUCH LESSER AMOUNT TO WHICH THE BORROWER HAS
CONSENTED, (II) THE ASSIGNEE OR ASSIGNOR SHALL PAY TO THE AGENT A PROCESSING AND
RECORDATION FEE OF $3,500 FOR EACH ASSIGNMENT AND (III) ANY ASSIGNMENT TO A
LENDER OR AN AFFILIATE OF A LENDER WILL NOT REQUIRE THE CONSENT OF THE AGENT OR
THE BORROWER.
ANY SUCH ASSIGNMENT WILL BECOME EFFECTIVE UPON THE EXECUTION AND
DELIVERY TO THE AGENT OF THE ASSIGNMENT AGREEMENT AND THE CONSENT OF THE AGENT
AND THE BORROWER, IF REQUIRED.
PROMPTLY AFTER RECEIPT OF AN EXECUTED ASSIGNMENT
AGREEMENT, THE AGENT SHALL SEND TO THE BORROWER A COPY OF SUCH EXECUTED
ASSIGNMENT AGREEMENT.
UPON THE EFFECTIVENESS OF ANY ASSIGNMENT PURSUANT TO THIS
SECTION 12.06(B), THE ASSIGNEE WILL BECOME A "LENDER," IF NOT ALREADY A
"LENDER," FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE
ASSIGNOR SHALL BE RELIEVED OF ITS OBLIGATIONS HEREUNDER TO THE EXTENT OF SUCH
ASSIGNMENT (AND IF THE ASSIGNING LENDER NO LONGER HOLDS ANY RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNING LENDER SHALL CEASE TO BE A
"LENDER" HEREUNDER EXCEPT THAT ITS RIGHTS UNDER SECTIONS 4.06, 5.01, 5.05 AND
12.03 SHALL NOT BE AFFECTED).
THE AGENT WILL PREPARE ON THE LAST BUSINESS DAY
OF EACH MONTH DURING WHICH AN ASSIGNMENT HAS BECOME EFFECTIVE PURSUANT TO THIS
SECTION 12.06(B), A NEW ANNEX I GIVING EFFECT TO ALL SUCH ASSIGNMENTS EFFECTED
DURING SUCH MONTH, AND WILL PROMPTLY PROVIDE THE SAME TO THE BORROWER AND EACH
OF THE LENDERS.
(C)
EACH LENDER MAY TRANSFER, GRANT OR ASSIGN
PARTICIPATIONS IN ALL OR ANY PART OF SUCH LENDER'S INTERESTS HEREUNDER PURSUANT
TO THIS SECTION 12.06(C) TO ANY PERSON, PROVIDED THAT: (I) SUCH LENDER SHALL
REMAIN A "LENDER" FOR ALL PURPOSES OF THIS AGREEMENT AND THE TRANSFEREE OF SUCH
PARTICIPATION SHALL NOT CONSTITUTE A "LENDER" HEREUNDER; AND