LOANS OF THE ASSIGNING LENDER SUBJECT TO EACH SUCH ASSIGNMENT
(DETERMINED AS OF THE DATE THE ASSIGNMENT AND ASSUMPTION WITH RESPECT TO SUCH
ASSIGNMENT IS DELIVERED TO THE ADMINISTRATIVE AGENT) SHALL NOT BE LESS THAN
$5,000,000 OR, IN THE CASE OF A FILO TERM LOAN, $1,000,000, UNLESS EACH OF THE
BORROWER REPRESENTATIVE AND THE ADMINISTRATIVE AGENT OTHERWISE CONSENT; PROVIDED
THAT NO SUCH CONSENT OF THE BORROWER REPRESENTATIVE SHALL BE REQUIRED IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING;
(II)
[RESERVED];
(III)
EACH PARTIAL ASSIGNMENT SHALL BE MADE AS AN ASSIGNMENT OF A
PROPORTIONATE PART OF ALL THE ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT;
(IV)
THE PARTIES TO EACH ASSIGNMENT SHALL EXECUTE AND DELIVER TO
THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ASSUMPTION OR TO THE EXTENT
APPLICABLE, AN AGREEMENT INCORPORATING AN ASSIGNMENT AND ASSUMPTION BY REFERENCE
PURSUANT TO A PLATFORM AS TO WHICH THE ADMINISTRATIVE AGENT AND THE PARTIES TO
THE ASSIGNMENT AND ASSUMPTION ARE PARTICIPANTS, TOGETHER, IN EACH CASE, WITH A
PROCESSING AND RECORDATION FEE OF $3,500 TO BE PAID BY THE ASSIGNEE OR THE
ASSIGNOR; AND
(V)
THE ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO
THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE QUESTIONNAIRE IN WHICH THE ASSIGNEE
DESIGNATES ONE OR MORE CREDIT CONTACTS (AS DEFINED IN THE ADMINISTRATIVE
QUESTIONNAIRE) TO WHOM ALL SYNDICATE-LEVEL INFORMATION (WHICH MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIES AND THEIR
RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) WILL BE MADE AVAILABLE AND WHO
MAY RECEIVE SUCH INFORMATION IN ACCORDANCE WITH THE ASSIGNEE'S COMPLIANCE
PROCEDURES AND APPLICABLE LAWS, INCLUDING FEDERAL, PROVINCIAL, TERRITORIAL AND
STATE SECURITIES LAWS.
(D)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF PURSUANT TO
PARAGRAPH (B)(IV) OF THIS SECTION, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED
IN EACH ASSIGNMENT AND ASSUMPTION 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 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 OF THE 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 2.15, 2.16, 2.17 AND 9.03).
ANY ASSIGNMENT OR TRANSFER BY
A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH
THIS SECTION 9.04 SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT AS A SALE BY
SUCH LENDER OF A PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH
PARAGRAPH (G) OF THIS SECTION.
(E)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS A
NON-FIDUCIARY AGENT OF THE BORROWERS, SHALL MAINTAIN AT ONE OF ITS OFFICES A
COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENT