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This excerpt taken from the FL 8-K filed May 21, 2008. Assignee”)
all, or a proportionate part (equivalent to an initial Commitment of not less
than $5,000,000) of all, of its rights and obligations under this Agreement
and the Notes, and such Assignee shall assume such rights and obligations, pursuant
to an Assignment and Assumption Agreement in substantially the form of Exhibit
I hereto executed by such Assignee and such transferor Bank, with (and subject
to) the subscribed consents of the Company, the LC Agents, the Swingline Bank
and the Administrative Agent (which consents shall not be unreasonably withheld);
provided that (i)
such Company consents shall not be required if the Assignee is an affiliate
of such transferor Bank or was a Bank immediately prior to such assignment or
if, at the time of the proposed assignment, an Event of Default has occurred
and is continuing; (ii) such assignment may, but need not, include rights of
the transferor Bank in respect of outstanding Money Market Loans; and (iii)
the $5,000,000 minimum amount specified above for partial assignments of the
transferor Bank’s rights and obligations shall not apply if the Assignee
was a Bank immediately prior to such assignment. Upon execution and delivery
of such instrument and payment by such Assignee to such transferor Bank of an
amount equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder (and its Commitment shall be reduced) to a corresponding
extent, and no further consent or action by any party shall be required. Upon
the consummation of any assignment pursuant to this subsection (c), the transferor
Bank, the Administrative Agent and the Borrowers shall make appropriate arrangements
so that, if required, new Notes are issued to the Assignee. In connection with
any such assignment, the transferor Bank shall pay to the Administrative Agent
an administrative fee for processing such assignment in the amount of $3,500;
provided
that the Company shall pay such administrative fee if such assignment is required
by the Company pursuant to Section 8.06. If the Assignee is not incorporated
under the laws of the United States of America or a
92
state thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.04(d). (d) Any Bank or Swingline Bank may at any time assign all or any portion of its rights under this Agreement and its Notes or Swingline Notes, as the case may be, to a Federal Reserve Bank. No such assignment shall release the transferor Bank or Swingline Bank from its obligations hereunder. (e) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. Section 9.07. No-Reliance on Margin Stock. Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is not relying upon any “ |
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