THAT SUCH
ASSIGNMENT SHALL NOT RESULT IN ANY INCREASED COSTS TO, OR OBLIGATIONS OF,
BORROWER HEREUNDER AS OF THE DATE OF SUCH ASSIGNMENT);
(B)
EXCEPT TO THE EXTENT ADMINISTRATIVE AGENT SHALL OTHERWISE
CONSENT, ANY SUCH PARTIAL ASSIGNMENT (OTHER THAN TO ANOTHER LENDER OR AN
AFFILIATE OF A LENDER) SHALL BE IN AN AMOUNT AT LEAST EQUAL TO $10,000,000
(UNLESS THE ENTIRE AMOUNT OF SUCH LENDER'S LOANS ARE THEN BEING ASSIGNED);
(C)
SUBJECT TO THE APPLICABLE LENDER'S COMPLIANCE WITH THE
PROVISIONS OF CLAUSE (B) ABOVE, ADMINISTRATIVE AGENT'S CONSENT TO AN ASSIGNMENT
SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED IF (I) SUCH
ASSIGNMENT IS MADE TO AN ELIGIBLE ASSIGNEE, AND (II) THE PROVISIONS OF CLAUSE
(D) HAVE BEEN SATISFIED;
(D)
UPON EXECUTION AND DELIVERY BY THE ASSIGNEE (EVEN IF ALREADY A
LENDER) TO BORROWER AND ADMINISTRATIVE AGENT OF AN ASSIGNMENT AND ASSUMPTION
HAVING THE COMMITMENT AND LOANS SPECIFIED IN SUCH INSTRUMENT, AND UPON CONSENT
THERETO BY ADMINISTRATIVE AGENT AND BORROWER TO THE EXTENT REQUIRED ABOVE, THE
ASSIGNEE SHALL HAVE, TO THE EXTENT OF SUCH ASSIGNMENT, THE OBLIGATIONS, RIGHTS
AND BENEFITS OF A LENDER HEREUNDER HOLDING THE COMMITMENT AND LOANS (OR PORTIONS
THEREOF) ASSIGNED TO IT (IN ADDITION TO THE COMMITMENT AND LOANS, IF ANY,
THERETOFORE HELD BY SUCH ASSIGNEE) AND THE ASSIGNING LENDER SHALL, TO THE EXTENT
OF SUCH ASSIGNMENT, BE RELEASED FROM THE COMMITMENT AND LOANS (OR PORTION
THEREOF) SO ASSIGNED (SUBJECT TO THE PROVISO CONTAINED IN CLAUSE (A) ABOVE).
UPON EACH SUCH ASSIGNMENT THE ASSIGNING LENDER SHALL PAY ADMINISTRATIVE AGENT A
PROCESSING AND RECORDING FEE OF $3,500 AND THE REASONABLE FEES
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AND DISBURSEMENTS OF ADMINISTRATIVE AGENT'S COUNSEL INCURRED IN CONNECTION
THEREWITH; AND
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SO LONG AS
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ADMINISTRATIVE AGENT
(INCLUDING ANY SUCCESSOR ADMINISTRATIVE AGENT) SHALL NOT ASSIGN AND/OR GRANT
PARTICIPATIONS IN ITS COMMITMENT OR LOANS IF AFTER SUCH ASSIGNMENT AND/OR
PARTICIPATION IT WOULD THEN RETAIN A COMMITMENT AND LOANS OF LESS THAN 12.5% OF
THE TOTAL AMOUNT OF ALL COMMITMENTS AND LOANS.
(3)
PARTICIPATIONS.
(A)
A LENDER MAY SELL OR AGREE TO SELL TO ONE OR MORE OTHER
PERSONS (EACH A "PARTICIPANT") A PARTICIPATION IN ALL OR ANY PART OF ANY LOANS
HELD BY IT, OR IN ITS COMMITMENT, PROVIDED (A) SUCH LENDER'S OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN UNCHANGED, (B) SUCH
LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS, (C)
BORROWER, ADMINISTRATIVE AGENT
AND THE
OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AND (D) SUCH PARTICIPATION SHALL NOT RESULT IN ANY
INCREASED COSTS TO, OR OBLIGATIONS OF, BORROWER HEREUNDER AS OF THE DATE OF SUCH
SALE.
IN NO EVENT SHALL A LENDER THAT SELLS A PARTICIPATION AGREE WITH THE
PARTICIPANT TO TAKE OR REFRAIN FROM TAKING ANY ACTION HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT EXCEPT THAT