the Credit Agreement are set forth opposite such Person's
name on the signature pages hereof.
[Add paragraph dealing with accrued interest and fees with respect to the Loan
assigned.]
The Assignee hereby acknowledges and confirms that it has received a copy of the
Credit Agreement and the exhibits related thereto, together with copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the making of the Loan thereunder.
The Assignee further confirms
and agrees that in becoming a Lender and in making its Commitment and the Loan
under the Credit Agreement, such actions have and will be made without recourse
to, or representation or warranty by the Administrative Agent.
Except as otherwise provided in the Credit Agreement, effective as of the date
[of acceptance] hereof [by the Administrative Agent and the Guarantor]:
(a)
the Assignee
(i)
shall be deemed automatically to have become a party to the Credit
Agreement, have all the rights and obligations of a "Lender" under the Credit
E-1
Agreement and the applicable Note as if it were an original signatory to the
Credit Agreement to the extent specified in the second paragraph hereof;
(ii)
agrees to be bound by the terms and conditions set forth in the Credit
Agreement and the applicable Note as if it were an original signatory to the
Credit Agreement; and
(b)
the Assignor shall be released from its obligations under the Credit
Agreement and the applicable Note to the extent specified in the second
paragraph hereof.
The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will
pay to the Administrative Agent the processing fee referred to in
Section 12.11.1 of the Credit Agreement upon the delivery hereof.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE
GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW
YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH, THIS AGREEMENT AND IRREVOCABLY AGREES, TO THE FULLEST EXTENT
PERMITTED BY LAW, TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION.
EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.
EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO
BRING ANY ACTION OR