AND THE
ADMINISTRATIVE AGENT OR AS SHALL CONSTITUTE THE AGGREGATE AMOUNT OF THE
COMMITMENT AND LOANS OF THE ASSIGNING LENDER).
B.
REQUIREMENTS.
THE ASSIGNING LENDER AND THE ASSIGNEE THEREOF SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AGREEMENT,
TOGETHER WITH (I) A PROCESSING
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AND RECORDATION FEE OF $3,500, AND (II) SUCH FORMS, CERTIFICATES OR OTHER
EVIDENCE, IF ANY, WITH RESPECT TO UNITED STATES FEDERAL INCOME TAX WITHHOLDING
MATTERS AS THE ASSIGNEE UNDER SUCH ASSIGNMENT AGREEMENT MAY BE REQUIRED TO
DELIVER TO ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.8B(III).
C.
ACCEPTANCE AND NOTICE OF ASSIGNMENT.
UPON ITS RECEIPT OF A DULY
EXECUTED AND COMPLETED ASSIGNMENT AGREEMENT, TOGETHER WITH THE PROCESSING AND
RECORDATION FEE REFERRED TO IN SECTION 9.1B (AND ANY FORMS, CERTIFICATES OR
OTHER EVIDENCE REQUIRED BY THIS AGREEMENT IN CONNECTION THEREWITH), THE
ADMINISTRATIVE AGENT SHALL RECORD THE INFORMATION CONTAINED IN SUCH ASSIGNMENT
AGREEMENT IN THE REGISTER, SHALL GIVE PROMPT NOTICE THEREOF TO THE BORROWER AND
SHALL MAINTAIN A COPY OF SUCH ASSIGNMENT AGREEMENT.
D.
REPRESENTATIONS AND WARRANTIES OF ASSIGNEE.
EACH LENDER, UPON
EXECUTION AND DELIVERY HEREOF OR UPON EXECUTING AND DELIVERING AN ASSIGNMENT
AGREEMENT, AS THE CASE MAY BE, REPRESENTS AND WARRANTS AS OF THE EFFECTIVE DATE
OR AS OF THE APPLICABLE EFFECTIVE DATE (AS DEFINED IN THE APPLICABLE ASSIGNMENT
AGREEMENT) THAT (I) IT IS AN ELIGIBLE ASSIGNEE; (II) IT HAS EXPERIENCE AND
EXPERTISE IN THE MAKING OF OR INVESTING IN COMMITMENTS OR LOANS SUCH AS ITS
COMMITMENT OR LOANS, AS THE CASE MAY BE; AND (III) IT WILL MAKE OR INVEST IN, AS
THE CASE MAY BE, ITS COMMITMENT OR LOANS FOR ITS OWN ACCOUNT IN THE ORDINARY
COURSE OF ITS BUSINESS AND WITHOUT A VIEW TO DISTRIBUTION OF ITS COMMITMENT OR
LOANS WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT OR OTHER
FEDERAL SECURITIES LAWS (IT BEING UNDERSTOOD THAT, SUBJECT TO THE PROVISIONS OF
THIS SECTION 9.1, THE DISPOSITION OF ITS COMMITMENT OR LOANS OR ANY INTERESTS
THEREIN SHALL AT ALL TIMES REMAIN WITHIN ITS EXCLUSIVE CONTROL).
E.
EFFECT OF ASSIGNMENT.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS SECTION 9.1, AS OF THE "EFFECTIVE DATE" SPECIFIED IN THE APPLICABLE
ASSIGNMENT AGREEMENT:
(I) THE ASSIGNEE THEREUNDER SHALL HAVE THE RIGHTS AND
OBLIGATIONS OF A "LENDER" HEREUNDER TO THE EXTENT SUCH RIGHTS AND OBLIGATIONS
HEREUNDER HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AGREEMENT AND
SHALL THEREAFTER BE A PARTY HERETO AND A "LENDER" FOR ALL PURPOSES HEREOF;
(II) THE ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED THEREBY PURSUANT TO SUCH ASSIGNMENT
AGREEMENT, RELINQUISH ITS RIGHTS (OTHER THAN ANY RIGHTS WHICH SURVIVE THE
TERMINATION HEREOF UNDER SECTION 9.9) AND BE RELEASED FROM ITS OBLIGATIONS
HEREUNDER (AND, IN THE CASE OF AN ASSIGNMENT AGREEMENT COVERING ALL OR THE
REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS HEREUNDER,
SUCH LENDER SHALL CEASE TO BE A PARTY HERETO; PROVIDED, ANYTHING CONTAINED IN
ANY OF THE LOAN DOCUMENTS TO THE CONTRARY NOTWITHSTANDING, (Y) THE ISSUING BANK
SHALL