by the Administrative Agent
pursuant to the terms of the Loan Agreement, effective as of the "Effective Date
of Assignment" (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five (5) Business Days after the date of
such acceptance and recording by the Administrative Agent). The effective date
of this Assignment and Acceptance shall be the date on which the Administrative
Agent records this Assignment and Acceptance in the Register (the "Effective
Date").
5. Upon such acceptance and recording by the Administrative Agent, from and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued prior to
the Effective Date and to the Assignee for amounts which have accrued on and
after the Effective Date.
6. From and after the Effective Date, (a) the Assignee shall be a party to the
Loan Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender thereunder and under the other Loan
Documents and shall be bound by the provisions thereof, and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Loan Agreement.
7. Each party hereto agrees that the terms and provisions of Sections 12.01
("Amendments and Waivers"), 12.02 ("Notices and Other Communications"), 12.10
("Effectiveness of Facsimile Documents and Signatures"), 12.11 ("Counterparts"),
12.12 ("Severability"), and 12.13 ("Integration") of the Loan Agreement are
hereby incorporated herein by reference, and shall apply to this Assignment and
Acceptance mutatis mutandis as if fully set forth herein.
8. THIS ASSIGNMENT AND ACCEPTANCE AND THE VALIDITY, INTERPRETATION,
CONSTRUCTION, AND PERFORMANCE HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND ANY CLAIM BY ANY PARTY HERETO AGAINST ANY OTHER
PARTY HERETO (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT
OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO
POST-JUDGMENT INTEREST) SHALL BE DETERMINED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK FOR CONTRACTS MADE AND TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS
REQUIRING APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
9. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION
WITH THIS ASSIGNMENT AND ACCEPTANCE, OR (II) ARISING FROM ANY DISPUTE OR
CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS ASSIGNMENT AND ACCEPTANCE.
EACH PARTY FURTHER AGREES THAT THE TERMS AND PROVISIONS OF ARTICLE XIII OF THE
LOAN AGREEMENT ("JURISDICTION; VENUE, SERVICE OF PROCESS; JURY TRIAL WAIVER")
ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS ASSIGNMENT
AND ACCEPTANCE MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.
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IN WITNESS WHEREOF, the parties