IT PURSUANT TO THIS SECTION 12.4(A) BUT NEITHER THE APPROVAL OF
BORROWER NOR THAT OF ANY OTHER LOAN PARTY SHALL BE REQUIRED FOR ANY SUCH
PARTICIPATION.
BORROWER SHALL NOT BE RESPONSIBLE FOR ANY DUE DILIGENCE COSTS OR
LEGAL EXPENSES OF SUCH LENDER ASSIGNEES IN CONNECTION WITH THEIR ENTERING INTO
SUCH PARTICIPATION.
(B)
THE DESCRIPTIVE HEADINGS OF THE VARIOUS PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE INSERTED FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT BE DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE
PROVISIONS HEREOF.
(C)
ANY LENDER MAY AT ANY TIME ASSIGN TO ANY OTHER LENDER OR ANY
AFFILIATE OF ANY LENDER, OR (SUBJECT TO OBTAINING THE PRIOR WRITTEN CONSENT OF
BORROWER (BUT NO OTHER LOAN PARTY), SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD) TO ONE OR MORE ADDITIONAL BANKS OR FINANCIAL INSTITUTIONS ("PURCHASING
LENDERS"), ALL OR ANY PART OF ITS COMMITMENTS (AND CORRESPONDING LOANS AND NOTE)
PURSUANT TO A TRANSFER SUPPLEMENT ("TRANSFER SUPPLEMENT"), THE FORM AND
SUBSTANCE SATISFACTORY TO AGENT; PROVIDED, HOWEVER, THAT EACH SUCH ASSIGNMENT
SHALL BE FOR AN AMOUNT NOT LESS THAN $1,000,000 (OR, IF LENDER'S LOAN OR
COMMITMENT AT THE TIME IS LESS, SUCH AMOUNT) AND INTEGRAL MULTIPLES OF $500,000
ABOVE SUCH AMOUNT, OR SUCH OTHER AMOUNT OR MULTIPLE TO WHICH AGENT MAY CONSENT.
UPON (I) SUCH EXECUTION OF SUCH TRANSFER SUPPLEMENT, (II) DELIVERY OF AN
EXECUTED COPY THEREOF TO BORROWER AND AGENT, (III) PAYMENT BY SUCH PURCHASING
LENDER TO SUCH TRANSFEROR LENDER OF AN AMOUNT EQUAL TO THE PURCHASE PRICE AGREED
BETWEEN SUCH TRANSFEROR LENDER AND SUCH PURCHASING LENDER, (IV) PAYMENT BY THE
PURCHASING LENDER TO AGENT OF A $3,000 PROCESSING FEE, AND (V) ANY CONSENT OF
BORROWER REQUIRED BY THE FIRST SENTENCE OF THIS SECTION 12.4(C), SUCH PURCHASING
LENDER SHALL FOR ALL PURPOSES BE A LENDER PARTY TO THIS AGREEMENT AND SHALL HAVE
ALL THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT TO THE SAME
EXTENT AS IF IT WERE AN ORIGINAL PARTY HERETO AND THERETO WITH THE PERCENTAGE
SHARE OF THE COMMITMENT(S) SET FORTH IN SCHEDULE I TO SUCH TRANSFER SUPPLEMENT,
AND NO FURTHER CONSENT OR ACTION BY BORROWER, ANY OTHER LOAN PARTY, LENDERS OR
AGENT SHALL BE REQUIRED.
SUCH TRANSFER SUPPLEMENT SHALL BE DEEMED TO AMEND THIS
AGREEMENT TO THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE
ADDITION OF SUCH PURCHASING LENDER AND THE RESULTING ADJUSTMENT OF THE
PERCENTAGE OF THE COMMITMENT(S), NOTES AND LOANS (AND RELATED RIGHTS AND
OBLIGATIONS) HELD BY THE TRANSFEROR LENDER AND THE PURCHASING LENDER ARISING
FROM THE PURCHASE BY SUCH PURCHASING LENDER OF ALL OR A PORTION OF THE RIGHTS
AND OBLIGATIONS OF SUCH TRANSFEROR LENDER PURSUANT TO THE TRANSFER SUPPLEMENT.
UPON THE CONSUMMATION OF ANY TRANSFER TO A PURCHASING LENDER PURSUANT TO THIS
SECTION 12.4(C), THE TRANSFEROR LENDER, AGENT AND BORROWER SHALL MAKE
APPROPRIATE ARRANGEMENTS SO THAT, IF REQUIRED, A REPLACEMENT NOTE OR NOTES
(DATED THE SAME DATE AS THE NOTE OR NOTES BEING REPLACED) IS ISSUED TO SUCH
TRANSFEROR LENDER AND A NEW