SHALL HAVE BEEN DELIVERED TO AND ACCEPTED BY ADMINISTRATIVE AGENT AND RECORDED
IN THE REGISTER AS PROVIDED IN SECTION 10.6(E).
PRIOR TO SUCH RECORDATION, ALL
AMOUNTS OWED WITH RESPECT TO THE APPLICABLE LOAN SHALL BE OWED TO THE LENDER
LISTED IN THE REGISTER AS THE OWNER THEREOF, AND ANY REQUEST, AUTHORITY OR
CONSENT OF ANY PERSON WHO, AT THE TIME OF MAKING SUCH REQUEST OR GIVING SUCH
AUTHORITY OR CONSENT, IS LISTED IN THE REGISTER AS A LENDER SHALL BE CONCLUSIVE
AND BINDING ON ANY SUBSEQUENT HOLDER, ASSIGNEE OR TRANSFEREE OF THE
CORRESPONDING LOANS.
(C)
RIGHT TO ASSIGN.
EACH LENDER SHALL HAVE THE RIGHT AT ANY TIME TO
SELL, ASSIGN OR TRANSFER ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS LOANS
OWING TO IT OR OTHER OBLIGATION (PROVIDED, HOWEVER, THAT EACH SUCH ASSIGNMENT
SHALL BE OF A UNIFORM, AND NOT VARYING, PERCENTAGE OF ALL RIGHTS AND OBLIGATIONS
UNDER AND IN RESPECT OF ANY LOAN):
(I)
TO ANY PERSON MEETING THE CRITERIA OF CLAUSE (IV) OF THE
DEFINITION OF THE TERM OF "ELIGIBLE ASSIGNEE" UPON THE GIVING OF NOTICE TO
COMPANY, EACH ISSUING BANK AND ADMINISTRATIVE AGENT; AND
(II)
TO ANY PERSON MEETING THE CRITERIA OF ANY OTHER CLAUSE OF THE
DEFINITION OF THE TERM OF "ELIGIBLE ASSIGNEE" WITH THE CONSENT OF ADMINISTRATIVE
AGENT, THE ISSUING BANK AND, IF NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, COMPANY (EACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR
DELAYED); PROVIDED THAT EACH SUCH ASSIGNMENT PURSUANT TO THIS
SECTION 10.6(C) SHALL BE IN AN AGGREGATE AMOUNT OF NOT LESS THAN $1.0 MILLION
(OR SUCH LESSER AMOUNT AS MAY BE AGREED TO BY ADMINISTRATIVE AGENT AND, IF NO
DEFAULT HAS OCCURRED AND IS CONTINUING, COMPANY, OR AS SHALL CONSTITUTE THE
AGGREGATE AMOUNT OF THE LOANS OF THE ASSIGNING LENDER) WITH RESPECT TO THE
ASSIGNMENT OF LOANS.
107
(D)
MECHANICS.
THE ASSIGNING LENDER AND THE ASSIGNEE THEREOF SHALL
EXECUTE AND DELIVER TO ADMINISTRATIVE AGENT AN ASSIGNMENT AGREEMENT, TOGETHER
WITH SUCH FORMS, CERTIFICATES OR OTHER EVIDENCE, IF ANY, WITH RESPECT TO UNITED
STATES FEDERAL INCOME TAX WITHHOLDING MATTERS AS THE ASSIGNEE UNDER SUCH
ASSIGNMENT AGREEMENT MAY BE REQUIRED TO DELIVER TO ADMINISTRATIVE AGENT PURSUANT
TO SECTION 2.13.
(E)
NOTICE OF ASSIGNMENT.
UPON ITS RECEIPT OF A DULY EXECUTED AND
COMPLETED ASSIGNMENT AGREEMENT, TOGETHER WITH ANY FORMS, CERTIFICATES OR OTHER
EVIDENCE REQUIRED BY THIS AGREEMENT IN CONNECTION THEREWITH, ADMINISTRATIVE
AGENT SHALL RECORD THE INFORMATION CONTAINED IN SUCH ASSIGNMENT AGREEMENT IN THE
REGISTER, SHALL GIVE PROMPT NOTICE THEREOF TO COMPANY (BUT IN NO EVENT SHALL
ADMINISTRATIVE AGENT BE REQUIRED TO GIVE SUCH NOTICE MORE FREQUENTLY THAN ONCE
PER WEEK) AND SHALL MAINTAIN A COPY OF SUCH ASSIGNMENT AGREEMENT.
(F)
REPRESENTATIONS AND WARRANTIES OF ASSIGNEE.
EACH LENDER, UPON
EXECUTION AND DELIVERY HEREOF OR UPON EXECUTING AND DELIVERING AN ASSIGNMENT
AGREEMENT, AS THE CASE MAY BE, REPRESENTS AND WARRANTS AS OF THE CLOSING DATE OR
AS OF THE APPLICABLE EFFECTIVE DATE (AS DEFINED