AND THE PAYMENT
OF A NONREFUNDABLE ASSIGNMENT FEE OF $3,500 (PROVIDED THAT NO SUCH FEE SHALL BE
PAYABLE UPON ASSIGNMENTS BY ANY LENDER WHICH IS A FUND THAT INVESTS IN BANK
LOANS TO ANY RELATED FUND) IN IMMEDIATELY AVAILABLE FUNDS TO THE ADMINISTRATIVE
AGENT AT ITS PAYMENT OFFICE IN CONNECTION WITH EACH SUCH ASSIGNMENT, WRITTEN
NOTICE THEREOF BY SUCH TRANSFEROR LENDER TO THE ADMINISTRATIVE AGENT AND THE
RECORDING BY THE ADMINISTRATIVE AGENT IN THE REGISTER OF SUCH ASSIGNMENT AND THE
RESULTING EFFECT UPON THE COMMITMENT OF THE ASSIGNING LENDER AND THE ASSIGNEE,
THE ASSIGNEE SHALL HAVE, TO THE EXTENT OF SUCH ASSIGNMENT, THE SAME RIGHTS AND
BENEFITS AS IT WOULD HAVE IF IT WERE A LENDER HEREUNDER AND THE HOLDER OF THE
OBLIGATIONS (PROVIDED THAT THE FUNDS ADMINISTRATOR AND THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE ASSIGNOR
LENDER IN CONNECTION WITH THE INTERESTS SO ASSIGNED TO THE ASSIGNEE UNTIL
WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT INSTRUCTIONS, ADDRESSES
AND RELATED INFORMATION WITH RESPECT TO THE ASSIGNEE, SHALL HAVE BEEN GIVEN TO
THE FUNDS ADMINISTRATOR AND THE ADMINISTRATIVE AGENT BY THE ASSIGNOR LENDER AND
THE ASSIGNEE) AND, IF THE ASSIGNEE HAS EXPRESSLY ASSUMED, FOR THE BENEFIT OF THE
BORROWERS, SOME OR ALL OF THE TRANSFEROR LENDER'S OBLIGATIONS HEREUNDER, SUCH
TRANSFEROR LENDER SHALL BE RELIEVED OF ITS OBLIGATIONS HEREUNDER TO THE EXTENT
OF SUCH ASSIGNMENT AND ASSUMPTION, AND EXCEPT AS DESCRIBED ABOVE, NO FURTHER
CONSENT OR ACTION BY ANY BORROWER, THE FUNDS ADMINISTRATOR, THE LENDERS OR THE
ADMINISTRATIVE AGENT SHALL BE REQUIRED.
AT THE TIME OF EACH ASSIGNMENT PURSUANT
TO THIS SECTION 13.9(C) TO A PERSON WHICH IS NOT ALREADY A LENDER HEREUNDER AND
WHICH IS NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION
7701(A)(30) OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE
RESPECTIVE ASSIGNEE SHALL PROVIDE TO THE FUNDS ADMINISTRATOR AND THE
ADMINISTRATIVE AGENT THE APPROPRIATE IRS FORMS (AND, IF APPLICABLE A SECTION
4.8(D) CERTIFICATE) DESCRIBED IN SECTION 4.8(D) AND (E).
EACH ASSIGNEE SHALL
TAKE SUCH CREDIT EXPOSURE SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND TO ANY
REQUEST MADE, WAIVER OR CONSENT GIVEN OR OTHER ACTION TAKEN HEREUNDER, PRIOR TO
THE RECEIPT BY ADMINISTRATIVE AGENT AND THE FUNDS ADMINISTRATOR OF WRITTEN
NOTICE OF
131
SUCH TRANSFER, BY EACH PREVIOUS HOLDER OF SUCH CREDIT EXPOSURE.
SUCH ASSIGNMENT
AND ASSUMPTION AGREEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT AND SCHEDULE
1.1(A) HERETO, TO THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE
ADDITION OF SUCH ASSIGNEE AS A LENDER AND THE RESULTING ADJUSTMENT OF ALL OR A
PORTION OF THE RIGHTS AND OBLIGATIONS OF SUCH TRANSFEROR LENDER UNDER THIS
AGREEMENT, THE COMMITMENTS, THE DETERMINATION OF ITS PRO RATA SHARE (ROUNDED TO
TWELVE DECIMAL PLACES), THE LOANS, ANY OUTSTANDING LETTERS OF CREDIT AND ANY NEW
NOTES TO BE ISSUED, AT THE BORROWERS' EXPENSE, TO SUCH ASSIGNEE, AND NO FURTHER
CONSENT OR ACTION BY THE BORROWERS, THE FUNDS ADMINISTRATOR OR LENDERS SHALL BE
REQUIRED TO