HEREUNDER
AND THE EXECUTION AND DELIVERY OF EACH OTHER LOAN DOCUMENT UNTIL AND FINAL
PAYMENT OF ALL SUMS OWING UNDER THE CREDIT FACILITY AND THE OCCURRENCE OF CREDIT
FACILITY TERMINATION.
SECTION 10.09.
SUCCESSORS AND ASSIGNS.
ALL OF THE TERMS, COVENANTS,
WARRANTIES AND CONDITIONS CONTAINED IN THIS CREDIT AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 10.10.
ASSIGNMENT OF LOAN DOCUMENTS BY BORROWERS OR SYNDICATION
INTERESTS BY LENDERS.
A.
THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
BORROWERS ARE A PARTY WILL BE BINDING UPON AND INURE TO THE BENEFIT OF
BORROWERS, THE AGENT BANK, EACH OF THE BANKS, AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, EXCEPT THAT, BORROWERS MAY NOT ASSIGN THEIR RIGHTS HEREUNDER OR
THEREUNDER OR ANY INTEREST HEREIN OR THEREIN WITHOUT THE PRIOR WRITTEN CONSENT
OF ALL THE LENDERS.
ANY
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ATTEMPTED ASSIGNMENT OR DELEGATION IN CONTRAVENTION OF THE FOREGOING SHALL BE
NULL AND VOID.
ANY LENDER MAY AT ANY TIME PLEDGE ITS SYNDICATION INTEREST IN
THE CREDIT FACILITY, THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS TO A FEDERAL
RESERVE BANK, BUT NO SUCH PLEDGE SHALL RELEASE THAT LENDER FROM ITS OBLIGATIONS
HEREUNDER OR GRANT TO SUCH FEDERAL RESERVE BANK THE RIGHTS OF A LENDER HEREUNDER
ABSENT FORECLOSURE OF SUCH PLEDGE.
B.
EACH LENDER MAY ASSIGN ALL OR ANY PART OF ITS SYNDICATION
INTEREST IN THE CREDIT FACILITY TO ANY AFFILIATE OF SUCH LENDER WHICH IS AN
ELIGIBLE ASSIGNEE OR TO ANY OTHER LENDER WITHOUT CONSENT AND TO ONE OR MORE
FINANCIAL INSTITUTIONS THAT ARE ELIGIBLE ASSIGNEES WITH THE PRIOR CONSENT OF THE
AGENT BANK AND BORROWERS (SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND
REMAINS CONTINUING), WHICH CONSENTS SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED; PROVIDED, HOWEVER, THAT THE MINIMUM AMOUNT OF EACH SUCH ASSIGNMENT
SHALL BE ONE MILLION DOLLARS ($1,000,000.00), OR SUCH LESSER AMOUNT AS
CONSTITUTES THE REMAINING AMOUNT OF A LENDER'S SYNDICATION INTEREST IN THE
CREDIT FACILITY (EXCEPT THAT THERE SHALL BE NO MINIMUM ASSIGNMENT AMONG THE
LENDERS OR TO THEIR AFFILIATES), AND EACH ASSIGNEE LENDER (OR ASSIGNOR IF SO
AGREED BETWEEN THE ASSIGNEE LENDER AND SUCH ASSIGNOR) SHALL PAY TO THE AGENT
BANK AN ASSIGNMENT FEE OF THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500.00) WITH
RESPECT TO EACH SUCH ASSIGNMENT.
EACH SUCH ASSIGNMENT SHALL BE EVIDENCED BY AN
ASSIGNMENT SUBSTANTIALLY IN THE FORM OF THE ASSIGNMENT AND ASSUMPTION
AGREEMENT.
UPON ANY SUCH ASSIGNMENT, THE ASSIGNEE FINANCIAL INSTITUTION SHALL
BECOME A LENDER FOR ALL PURPOSES UNDER THE CREDIT AGREEMENT AND EACH OF THE LOAN
DOCUMENTS AND THE ASSIGNING LENDER SHALL BE RELEASED FROM ITS FURTHER
OBLIGATIONS HEREUNDER TO THE EXTENT OF SUCH ASSIGNMENT.
AGENT BANK AGREES TO
GIVE PROMPT NOTICE TO BORROWERS OF EACH ASSIGNMENT MADE UNDER THIS
SECTION 10.10(B) AND TO DELIVER TO BORROWERS EACH REVISION TO THE SCHEDULE OF
LENDERS' PROPORTIONS IN CREDIT FACILITY MADE AS A CONSEQUENCE OF EACH SUCH
ASSIGNMENT.
C.
EACH LENDER MAY SELL PARTICIPATIONS FOR ALL OR ANY PART OF