HOLD IN
TRUST FOR THE OTHER PARTY ANY INTEREST, FEES AND OTHER AMOUNTS WHICH IT MAY
RECEIVE TO WHICH THE OTHER PARTY IS ENTITLED PURSUANT TO THE PRECEDING SENTENCE
AND PAY TO THE OTHER PARTY ANY SUCH AMOUNTS WHICH IT MAY RECEIVE PROMPTLY UPON
RECEIPT.
4.
INDEPENDENT CREDIT DECISION. ASSIGNEE ACKNOWLEDGES THAT IT HAS RECEIVED A
COPY OF THE LOAN AGREEMENT AND THE SCHEDULES AND EXHIBITS THERETO, TOGETHER WITH
COPIES OF THE MOST RECENT FINANCIAL STATEMENTS OF
AND
ITS SUBSIDIARIES, AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE TO MAKE ITS OWN CREDIT AND LEGAL ANALYSIS AND DECISION TO ENTER INTO
THIS ASSIGNMENT AND ACCEPTANCE AND AGREES THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON ASSIGNOR, 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 AND LEGAL DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE LOAN
AGREEMENT.
5.
EFFECTIVE DATE; NOTICES.
(A)
AS BETWEEN ASSIGNOR AND ASSIGNEE, THE EFFECTIVE DATE FOR THIS ASSIGNMENT
AND
A-2
ACCEPTANCE SHALL BE
, 200
(THE "EFFECTIVE DATE"); PROVIDED,
THAT, THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED ON OR BEFORE THE
EFFECTIVE DATE:
(I)
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE EXECUTED AND DELIVERED BY
ASSIGNOR AND ASSIGNEE;
(II)
THE CONSENT OF AGENT AS REQUIRED FOR AN EFFECTIVE ASSIGNMENT OF
THE ASSIGNED COMMITMENT AMOUNT BY ASSIGNOR TO ASSIGNEE SHALL HAVE BEEN DULY
OBTAINED AND SHALL BE IN FULL FORCE AND EFFECT AS OF THE EFFECTIVE DATE;
(III)
WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT
INSTRUCTIONS, ADDRESSES AND RELATED INFORMATION WITH RESPECT TO ASSIGNEE, SHALL
HAVE BEEN GIVEN TO ADMINISTRATIVE BORROWER AND AGENT;
(IV)
ASSIGNEE SHALL PAY TO ASSIGNOR ALL AMOUNTS DUE TO ASSIGNOR UNDER
THIS ASSIGNMENT AND ACCEPTANCE; AND
(V)
THE PROCESSING FEE REFERRED TO IN SECTION 2(B) HEREOF SHALL HAVE
BEEN PAID TO AGENT.
(B)
PROMPTLY FOLLOWING THE EXECUTION OF THIS ASSIGNMENT AND ACCEPTANCE,
ASSIGNOR SHALL DELIVER TO ADMINISTRATIVE BORROWER AND AGENT FOR ACKNOWLEDGMENT
BY AGENT, A NOTICE OF ASSIGNMENT IN THE FORM ATTACHED HERETO AS SCHEDULE 1.
6.
[AGENT. [INCLUDE ONLY IF ASSIGNOR IS AN AGENT]
(A)
ASSIGNEE HEREBY APPOINTS AND AUTHORIZES ASSIGNOR IN ITS CAPACITY AS AGENT
TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF TO EXERCISE SUCH POWERS UNDER THE
LOAN AGREEMENT AS ARE DELEGATED TO AGENT BY LENDERS PURSUANT TO THE TERMS OF THE
LOAN AGREEMENT.
(B)
ASSIGNEE SHALL ASSUME NO DUTIES OR OBLIGATIONS HELD BY ASSIGNOR IN ITS
CAPACITY AS AGENT UNDER THE LOAN AGREEMENT.]
7.
WITHHOLDING TAX. ASSIGNEE (A) REPRESENTS AND WARRANTS TO ASSIGNOR, AGENT AND
BORROWERS THAT UNDER APPLICABLE LAW AND TREATIES NO TAX WILL BE REQUIRED TO BE
WITHHELD BY ASSIGNEE, AGENT OR BORROWERS WITH RESPECT TO ANY PAYMENTS TO BE MADE
TO ASSIGNEE HEREUNDER OR UNDER ANY OF THE FINANCING AGREEMENTS, (B) AGREES TO
FURNISH TO AGENT AND BORROWERS PRIOR TO THE TIME THAT AGENT OR BORROWERS ARE
REQUIRED TO MAKE ANY PAYMENT OF PRINCIPAL, INTEREST OR FEES HEREUNDER, DUPLICATE
EXECUTED ORIGINALS OF