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 CONTINUE TO HAVE ALL RIGHTS AND OBLIGATIONS THEREOF WITH RESPECT TO SUCH
LETTERS OF CREDIT UNTIL THE CANCELLATION OR EXPIRATION OF SUCH LETTERS OF CREDIT
AND THE REIMBURSEMENT OF ANY AMOUNTS DRAWN THEREUNDER AND (Z) SUCH ASSIGNING
LENDER SHALL CONTINUE TO BE ENTITLED TO THE BENEFIT OF ALL INDEMNITIES HEREUNDER
AS SPECIFIED HEREIN WITH RESPECT TO MATTERS ARISING OUT OF THE PRIOR INVOLVEMENT
OF SUCH ASSIGNING LENDER AS A LENDER HEREUNDER); (III) THE COMMITMENTS SHALL BE
MODIFIED TO REFLECT THE COMMITMENT OF SUCH ASSIGNEE AND ANY COMMITMENT OF SUCH
ASSIGNING LENDER, IF ANY; AND (IV) IF ANY SUCH ASSIGNMENT OCCURS AFTER THE
ISSUANCE OF ANY NOTE TO THE ASSIGNING LENDER, THE ASSIGNING LENDER SHALL, UPON
THE EFFECTIVENESS OF SUCH ASSIGNMENT OR AS PROMPTLY THEREAFTER AS PRACTICABLE,
SURRENDER ITS APPLICABLE NOTES TO THE ADMINISTRATIVE AGENT FOR CANCELLATION, AND
THEREUPON THE CREDIT PARTIES SHALL ISSUE AND DELIVER NEW NOTES, IF SO REQUESTED
BY THE ASSIGNEE AND/OR ASSIGNING LENDER, TO SUCH ASSIGNEE AND/OR TO SUCH
ASSIGNING LENDER, WITH APPROPRIATE INSERTIONS, TO EVIDENCE THE LOANS OF THE
ASSIGNEE AND/OR THE ASSIGNING LENDER.
F.
CERTAIN OTHER PERMITTED ASSIGNMENTS.
IN
ADDITION TO ANY OTHER ASSIGNMENT PERMITTED PURSUANT TO THIS SECTION 9.1, ANY
LENDER MAY ASSIGN AND/OR PLEDGE ALL OR ANY PORTION OF ITS LOANS, THE OTHER
OBLIGATIONS OWED BY OR TO SUCH LENDER, AND ITS LETTERS OF CREDIT, IF ANY, TO
SECURE OBLIGATIONS OF SUCH