THE CASE OF AN ASSIGNMENT OF THE ENTIRE REMAINING
AMOUNT OF THE ASSIGNOR'S PERCENTAGE SHARE OF THE REVOLVING LOAN COMMITMENT, THE
REVOLVING LOAN COMMITMENT OF BOTH THE ASSIGNOR AND ASSIGNEE, AFTER GIVING EFFECT
TO SUCH ASSIGNMENT, SHALL EQUAL OR EXCEED $2,500,000.
(II)
THE PARTIES TO EACH SUCH ASSIGNMENT SHALL
EXECUTE AND DELIVER TO AGENT, FOR ITS ACCEPTANCE AND RECORDING IN THE "REGISTER"
(AS DEFINED BELOW IN THIS SECTION), AN ASSIGNMENT AND ACCEPTANCE IN THE FORM OF
EXHIBIT 10.5, APPROPRIATELY COMPLETED, TOGETHER WITH THE NOTE SUBJECT TO SUCH
ASSIGNMENT AND A PROCESSING FEE PAYABLE TO AGENT OF $3,500.
UPON SUCH
EXECUTION, DELIVERY, AND PAYMENT AND UPON THE SATISFACTION OF THE CONDITIONS SET
OUT IN SUCH ASSIGNMENT AND ACCEPTANCE, THEN (1) BORROWER SHALL ISSUE NEW NOTES
TO SUCH ASSIGNOR AND ASSIGNEE UPON RETURN OF THE OLD NOTES TO BORROWER, AND (2)
AS OF THE "SETTLEMENT DATE" SPECIFIED IN SUCH ASSIGNMENT AND ACCEPTANCE THE
ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND A LENDER HEREUNDER AND AGENT
SHALL THEREUPON DELIVER TO BORROWER AND EACH LENDER A SCHEDULE SHOWING THE
REVISED PERCENTAGE SHARES OF SUCH ASSIGNOR LENDER AND SUCH ASSIGNEE LENDER AND
THE PERCENTAGE SHARES OF ALL OTHER LENDERS.
(III)
EACH ASSIGNEE LENDER WHICH IS NOT A UNITED
STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE INTERNAL
REVENUE CODE) FOR FEDERAL INCOME TAX PURPOSES, SHALL (TO THE EXTENT IT HAS NOT
ALREADY DONE SO) PROVIDE AGENT AND BORROWER WITH THE "PRESCRIBED FORMS" REFERRED
TO IN SECTION 3.6(D).
(IV)
UNLESS THE ASSIGNEE IS AN AFFILIATE OF THE
ASSIGNOR, SUCH ASSIGNMENT SHALL NOT BE EFFECTIVE UNLESS CONSENTED TO IN WRITING
BY AGENT AND, UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
BORROWER (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
(D)
NOTHING CONTAINED IN THIS SECTION SHALL
PREVENT OR PROHIBIT ANY LENDER FROM ASSIGNING OR PLEDGING ALL OR ANY PORTION OF
ITS LOANS AND NOTES TO ANY FEDERAL RESERVE BANK AS COLLATERAL SECURITY PURSUANT
TO REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND ANY
OPERATING CIRCULAR ISSUED BY SUCH FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH
ASSIGNMENT OR PLEDGE SHALL RELIEVE SUCH LENDER FROM ITS OBLIGATIONS HEREUNDER.
(E)
BY EXECUTING AND DELIVERING AN ASSIGNMENT
AND ACCEPTANCE, EACH ASSIGNEE LENDER THEREUNDER WILL BE CONFIRMING TO AND
AGREEING WITH BORROWER, AGENT AND EACH OTHER LENDER PARTY THAT SUCH ASSIGNEE
UNDERSTANDS AND AGREES TO THE TERMS HEREOF, INCLUDING ARTICLE IX HEREOF.
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(F)
AGENT SHALL MAINTAIN A COPY OF EACH
ASSIGNMENT AND ACCEPTANCE AND A REGISTER FOR THE RECORDATION OF THE NAMES AND
ADDRESSES OF LENDERS AND THE PERCENTAGE SHARES OF, AND PRINCIPAL AMOUNT OF THE
LOANS OWING TO, EACH LENDER FROM TIME TO TIME (IN THIS SECTION CALLED THE
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF
MANIFEST ERROR, AND BORROWER AND EACH LENDER PARTY MAY TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES.
THE
REGISTER SHALL BE AVAILABLE FOR