THE ADMINISTRATIVE AGENT AND (Z) SUCH SALES BY LENDERS WHO ARE NON-FUNDING
LENDERS DUE TO CLAUSE (A) OF THE DEFINITION OF NON-FUNDING LENDERS SHALL BE
SUBJECT TO THE ADMINISTRATIVE AGENT'S PRIOR WRITTEN CONSENT IN ALL INSTANCES,
UNLESS IN CONNECTION WITH SUCH SALE, SUCH NON-FUNDING LENDER CURES, OR CAUSES
THE CURE OF, ITS NON-FUNDING LENDER STATUS AS CONTEMPLATED IN SECTION
2.2(C)(IV).
NO SALE SHALL BE MADE TO A LOAN PARTY OR AN AFFILIATE OF A LOAN
PARTY, AND THE ADMINISTRATIVE AGENT'S REFUSAL TO ACCEPT A SALE TO A LOAN PARTY,
AN AFFILIATE OF A LOAN PARTY, A HOLDER OF THE SUBORDINATED NOTE OR ANY PERMITTED
JUNIOR CAPITAL OR ANY AFFILIATE OF SUCH A HOLDER, OR TO ANY PERSON THAT WOULD BE
A NON-FUNDING LENDER OR AN IMPACTED LENDER, OR THE IMPOSITION OF CONDITIONS OR
LIMITATIONS (INCLUDING LIMITATIONS ON VOTING) UPON SALES TO SUCH PERSONS, SHALL
NOT BE DEEMED TO BE UNREASONABLE.
109
(C)
PROCEDURE.
THE PARTIES TO EACH SALE MADE IN RELIANCE ON
CLAUSE (B) ABOVE (OTHER THAN THOSE DESCRIBED IN CLAUSE (E) OR (F) BELOW) SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT VIA AN ELECTRONIC
SETTLEMENT SYSTEM DESIGNATED BY THE ADMINISTRATIVE AGENT (OR IF PREVIOUSLY
AGREED WITH THE ADMINISTRATIVE AGENT, VIA A MANUAL EXECUTION AND DELIVERY OF THE
ASSIGNMENT) EVIDENCING SUCH SALE, TOGETHER WITH ANY EXISTING NOTE SUBJECT TO
SUCH SALE (OR ANY AFFIDAVIT OF LOSS THEREFOR ACCEPTABLE TO THE ADMINISTRATIVE
AGENT), ANY TAX FORMS REQUIRED TO BE DELIVERED PURSUANT TO SECTION 2.17(F) AND
PAYMENT OF AN ASSIGNMENT FEE IN THE AMOUNT OF $3,500; PROVIDED THAT (1) IF A
SALE BY A LENDER IS MADE TO AN AFFILIATE OR AN APPROVED FUND OF SUCH ASSIGNING
LENDER, THEN NO ASSIGNMENT FEE SHALL BE DUE IN CONNECTION WITH SUCH SALE, AND
(2) IF A SALE BY A LENDER IS MADE TO AN ASSIGNEE THAT IS NOT AN AFFILIATE OR
APPROVED FUND OF SUCH ASSIGNOR LENDER, AND CONCURRENTLY TO ONE OR MORE
AFFILIATES OR APPROVED FUNDS OF SUCH ASSIGNEE, THEN ONLY ONE ASSIGNMENT FEE OF
$3,500 SHALL BE DUE IN CONNECTION WITH SUCH SALE.
UPON RECEIPT OF ALL THE
FOREGOING, AND CONDITIONED UPON SUCH RECEIPT AND, IF SUCH ASSIGNMENT IS MADE IN
ACCORDANCE WITH SECTION 11.2(B)(III), UPON THE ADMINISTRATIVE AGENT (AND THE
BORROWER, IF APPLICABLE) CONSENTING TO SUCH ASSIGNMENT, FROM AND AFTER THE
EFFECTIVE DATE SPECIFIED IN SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL
RECORD OR CAUSE TO BE RECORDED IN THE REGISTER THE INFORMATION CONTAINED IN SUCH
ASSIGNMENT.
(D)
EFFECTIVENESS.
SUBJECT TO THE RECORDING OF AN ASSIGNMENT BY
THE ADMINISTRATIVE AGENT IN THE REGISTER PURSUANT TO SECTION 2.14(B), (I) THE
ASSIGNEE THEREUNDER SHALL BECOME A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS
AND OBLIGATIONS UNDER THE LOAN DOCUMENTS HAVE BEEN ASSIGNED TO SUCH ASSIGNEE
PURSUANT TO SUCH ASSIGNMENT, SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER,
(II) ANY APPLICABLE NOTE SHALL BE TRANSFERRED TO SUCH ASSIGNEE THROUGH SUCH
ENTRY AND (III) THE ASSIGNOR THEREUNDER SHALL, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT HAVE BEEN