THE BORROWER.
UPON ACCEPTANCE AND
RECORDING PURSUANT TO SUBSECTION (E) OF THIS SECTION 10.06, FROM AND AFTER THE
EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT AND ASSUMPTION, (A) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT OF THE INTEREST ASSIGNED
BY SUCH ASSIGNMENT AND ASSUMPTION, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER
UNDER THIS AGREEMENT AND (B) THE ASSIGNING LENDER THEREUNDER SHALL, TO THE
EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, BE RELEASED
FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND
ASSUMPTION COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 3.01, 3.04
AND 10.04, AS WELL AS TO ANY FEES ACCRUED FOR ITS ACCOUNT AND NOT YET PAID).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF AT ANY TIME THAT NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, A LENDER PROPOSES TO ASSIGN ALL
OR ANY PORTION OF ITS RIGHTS HEREUNDER TO ANY PERSON THAT IS NOT A LENDER, AN
AFFILIATE OF A LENDER OR AN APPROVED FUND AND IS NOT A COMMERCIAL BANK, FINANCE
COMPANY, INSURANCE COMPANY, FINANCIAL INSTITUTION, OR OTHER ENTITY THAT IS OR
WILL BE ENGAGED IN MAKING, PURCHASING, HOLDING OR OTHERWISE INVESTING IN BANK
LOANS AND SIMILAR EXTENSIONS OF CREDIT IN THE ORDINARY COURSE OF ITS BUSINESS (A
"NON-FINANCIAL ENTITY"), THEN SUCH LENDER SHALL NOTIFY THE ADMINISTRATIVE AGENT
IN WRITING THAT SUCH PROPOSED ASSIGNEE IS A NON-FINANCIAL ENTITY.
PRIOR TO
GRANTING ITS APPROVAL TO SUCH PROPOSED ASSIGNMENT, THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE BORROWER IN WRITING OF THE IDENTITY OF SUCH NON-FINANCIAL
ENTITY.
NO ASSIGNMENT SHALL BE MADE TO ANY NON-FINANCIAL ENTITY THAT IS
DESIGNATED ON A GOOD FAITH BASIS BY THE BORROWER, WITHIN THREE BUSINESS DAYS
AFTER RECEIPT BY THE BORROWER OF NOTIFICATION FROM THE ADMINISTRATIVE AGENT
PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE, AS A DIRECT OR INDIRECT
COMPETITOR OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER.
THE
ADMINISTRATIVE AGENT SHALL IN NO EVENT BE LIABLE FOR THE FAILURE OF A LENDER TO
NOTIFY THE ADMINISTRATIVE AGENT THAT ANY PROPOSED ASSIGNEE IS A NON-FINANCIAL
ENTITY.
THE ADMINISTRATIVE AGENT SHALL IN NO EVENT BE LIABLE FOR THE FAILURE TO
NOTIFY THE BORROWER OF AN ASSIGNMENT OF A TERM LOAN PURSUANT TO CLAUSE (II)
HEREOF AND FAILURE BY THE ADMINISTRATIVE AGENT TO PROVIDE SUCH NOTICE SHALL IN
NO WAY AFFECT THE VALIDITY OR EFFECTIVENESS OF SUCH ASSIGNMENT.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ASSUMPTION, THE
ASSIGNING LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER SHALL BE DEEMED TO
CONFIRM TO AND AGREE WITH EACH OTHER AND THE OTHER PARTIES HERETO AS
FOLLOWS:
(I) SUCH ASSIGNING LENDER WARRANTS THAT IT IS THE LEGAL AND BENEFICIAL
OWNER OF THE INTEREST BEING ASSIGNED THEREBY FREE AND CLEAR OF ANY ADVERSE CLAIM
AND THAT ITS TERM COMMITMENT AND REVOLVING CREDIT COMMITMENT, AND THE
OUTSTANDING BALANCES OF ITS TERM