COPY OF A NOTICE OF ASSIGNMENT AND ACCEPTANCE SHALL BE DELIVERED TO THE
ADMINISTRATIVE AGENT WITH RESPECT TO ANY ASSIGNMENT.
THE EFFECTIVE DATE OF ANY
SUCH ASSIGNMENT SHALL BE AS SPECIFIED IN THE NOTICE OF ASSIGNMENT AND
ACCEPTANCE, BUT NOT EARLIER THAN THE DATE WHICH IS FIVE BUSINESS DAYS AFTER THE
DATE THE
76
ADMINISTRATIVE AGENT HAS RECEIVED THE NOTICE OF ASSIGNMENT AND ACCEPTANCE.
UPON
ACCEPTANCE BY THE ADMINISTRATIVE AGENT OF SUCH NOTICE ASSIGNMENT AND ACCEPTANCE,
THE ELIGIBLE ASSIGNEE NAMED THEREIN SHALL BE A LENDER FOR ALL PURPOSES OF THIS
AGREEMENT, WITH THE PRO RATA SHARE THEREIN SET FORTH AND, TO THE EXTENT OF SUCH
PRO RATA SHARE, THE ASSIGNING LENDER SHALL BE RELEASED FROM ITS FURTHER
OBLIGATIONS UNDER THIS AGREEMENT.
EACH CREDIT PARTY AGREES THAT IT SHALL
EXECUTE AND DELIVER UPON REQUEST (AGAINST DELIVERY BY THE ASSIGNING LENDER TO
SUCH CREDIT PARTY OF ANY NOTE) TO SUCH ASSIGNEE LENDER, ONE OR MORE NOTES
EVIDENCING THAT ASSIGNEE LENDER'S PRO RATA SHARE, AND TO THE ASSIGNING LENDER IF
REQUESTED, ONE OR MORE NOTES EVIDENCING THE REMAINING BALANCE PRO RATA SHARE
RETAINED BY THE ASSIGNING LENDER.
(C)
BY EXECUTING AND DELIVERING A NOTICE OF
ASSIGNMENT AND ACCEPTANCE, THE ELIGIBLE ASSIGNEE THEREUNDER ACKNOWLEDGES AND
AGREES THAT:
(I) OTHER THAN THE REPRESENTATION AND WARRANTY THAT IT IS THE
LEGAL AND BENEFICIAL OWNER OF THE PRO RATA SHARE BEING ASSIGNED THEREBY FREE AND
CLEAR OF ANY ADVERSE CLAIM, THE ASSIGNING LENDER HAS MADE NO REPRESENTATION OR
WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO ANY STATEMENTS,
WARRANTIES OR REPRESENTATIONS MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR
THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS OR SUFFICIENCY OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT; (II) THE ASSIGNING LENDER HAS MADE NO
REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO THE
FINANCIAL CONDITION OF ANY CREDIT PARTY OR THE PERFORMANCE BY ANY CREDIT PARTY
OF THE OBLIGATIONS; (III) IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER
WITH COPIES OF THE MOST RECENT FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTION 6.01 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO SUCH
ASSIGNMENT AND ACCEPTANCE; (IV) IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON
THE ADMINISTRATIVE AGENT OR ANY LENDER AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT; (V) IT
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AND TO
EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE ADMINISTRATIVE
AGENT BY THIS AGREEMENT; AND (VI) IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS
ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER.
(D)
AFTER RECEIPT OF A COMPLETED NOTICE OF
ASSIGNMENT AND ACCEPTANCE, AND RECEIPT OF AN ASSIGNMENT FEE OF $3,500 FROM SUCH
ELIGIBLE ASSIGNEE, THE ADMINISTRATIVE AGENT SHALL, PROMPTLY FOLLOWING THE
EFFECTIVE