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 LOANS SUCH AS THE APPLICABLE LOANS;
AND (III) IT WILL MAKE OR INVEST IN, AS THE CASE MAY BE, ITS LOANS FOR ITS OWN
ACCOUNT IN THE ORDINARY COURSE OF ITS BUSINESS AND WITHOUT A VIEW TO
DISTRIBUTION OF SUCH 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 10.6, THE DISPOSITION OF SUCH LOANS OR ANY
INTERESTS THEREIN SHALL AT ALL TIMES REMAIN WITHIN ITS EXCLUSIVE CONTROL).
(G)
EFFECT OF ASSIGNMENT.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
SECTION 10.6, AS OF THE "EFFECTIVE DATE" SPECIFIED IN THE APPLICABLE ASSIGNMENT
AGREEMENT: (I) THE ASSIGNEE THEREUNDER SHALL HAVE THE RIGHTS AND OBLIGATIONS OF
A "LENDER" OR "ISSUING BANK" HEREUNDER, AS THE CASE MAY BE, 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" OR
"ISSUING BANK" FOR ALL PURPOSES HEREOF; (II) THE ASSIGNING LENDER OR ISSUING
BANK 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 10.8) 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 OR ISSUING BANK'S RIGHTS AND OBLIGATIONS HEREUNDER, SUCH LENDER OR
ISSUING BANK SHALL CEASE TO BE A PARTY HERETO; PROVIDED, ANYTHING CONTAINED IN
ANY OF THE CREDIT DOCUMENTS TO THE CONTRARY NOTWITHSTANDING, SUCH ASSIGNING
LENDER OR ISSUING BANK 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 OR ISSUING BANK AS A LENDER OR
ISSUING BANK HEREUNDER); AND (III) IF ANY SUCH ASSIGNMENT OCCURS AFTER THE
ISSUANCE OF ANY NOTE HEREUNDER, THE ASSIGNING LENDER SHALL, UPON THE
EFFECTIVENESS OF SUCH ASSIGNMENT OR AS PROMPTLY THEREAFTER AS PRACTICABLE,
SURRENDER ITS APPLICABLE NOTES TO ADMINISTRATIVE AGENT FOR CANCELLATION, AND
THEREUPON COMPANY 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 REFLECT THE OUTSTANDING LOANS OF THE
ASSIGNEE AND/OR THE ASSIGNING LENDER.
NOTWITHSTANDING THE FOREGOING, AN
ASSIGNEE, INCLUDING AN ELIGIBLE ASSIGNEE, SHALL NOT BE ENTITLED TO RECEIVE ANY
GREATER PAYMENT UNDER SECTION 2.13 OR SECTION 2.16 THAN THE APPLICABLE
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Lender making such assignment would have been entitled to receive with respect
to the assigned portion of the rights and obligations under this Agreement.
(H)
THE ISSUING BANK MAY ASSIGN TO AN ELIGIBLE ASSIGNEE ALL OF ITS
RIGHTS AND OBLIGATIONS UNDER THE UNDRAWN PORTION OF ITS LETTER OF CREDIT
COMMITMENT AT ANY TIME; PROVIDED,