PORTION OF ITS COMMITMENT AND THE STANDBY LOANS AT THE TIME OWING TO IT);
PROVIDED, HOWEVER, THAT (I) EACH SUCH ASSIGNMENT SHALL BE TO AN ELIGIBLE
ASSIGNEE, (II) EACH SUCH ASSIGNMENT SHALL BE OF A CONSTANT, AND NOT A VARYING,
PERCENTAGE OF ALL THE ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, (III) THE AMOUNT OF THE COMMITMENT OF THE ASSIGNING LENDER SUBJECT TO
EACH SUCH ASSIGNMENT (DETERMINED AS OF THE DATE THE ASSIGNMENT AND ACCEPTANCE
WITH RESPECT TO SUCH ASSIGNMENT IS DELIVERED TO THE AGENT) SHALL NOT BE LESS
THAN $10,000,000 (OR, IF LESS, THE REMAINING AMOUNT OF SUCH LENDER'S LOANS AND
COMMITMENTS) AND SHALL BE AN INTEGRAL MULTIPLE OF $1,000,000, (IV) THE PARTIES
TO EACH SUCH ASSIGNMENT SHALL EXECUTE AND DELIVER TO THE AGENT AN ASSIGNMENT AND
ACCEPTANCE AND THE LENDERS PARTY TO SUCH ASSIGNMENT AND ACCEPTANCE SHALL PAY TO
THE AGENT A PROCESSING AND RECORDATION FEE OF $3,500 (EXCEPT THAT NO RECORDATION
FEE SHALL BE REQUIRED IF THE ASSIGNEE IS AN AFFILIATE OF THE ASSIGNOR) AND
(V) THE ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO THE AGENT AN
ADMINISTRATIVE QUESTIONNAIRE.
UPON ACCEPTANCE AND RECORDING PURSUANT TO
PARAGRAPH (E) OF THIS SECTION, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN
EACH ASSIGNMENT AND ACCEPTANCE, WHICH EFFECTIVE DATE SHALL BE AT LEAST FIVE
BUSINESS DAYS AFTER THE EXECUTION THEREOF, (A) THE ASSIGNEE THEREUNDER SHALL BE
A PARTY HERETO AND, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT
AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT
AND (B) THE ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST
ASSIGNED BY SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS
UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING
ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY HERETO (BUT SHALL
CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.15, 2.17, 2.21 AND 9.05,
AS WELL AS TO ANY FEES ACCRUED FOR ITS ACCOUNT HEREUNDER AND NOT YET PAID)).
NOTWITHSTANDING THE FOREGOING, ANY LENDER ASSIGNING ITS RIGHTS AND OBLIGATIONS
UNDER THIS
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AGREEMENT MAY RETAIN ANY COMPETITIVE LOANS MADE BY IT OUTSTANDING AT SUCH TIME,
AND IN SUCH CASE SHALL RETAIN ITS RIGHTS HEREUNDER IN RESPECT OF ANY LOANS SO
RETAINED UNTIL SUCH LOANS HAVE BEEN REPAID IN FULL IN ACCORDANCE WITH THIS
AGREEMENT.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE ASSIGNING
LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER SHALL BE DEEMED TO CONFIRM TO AND
AGREE WITH EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(I) SUCH
ASSIGNING LENDER WARRANTS THAT IT IS THE LEGAL AND BENEFICIAL OWNER OF THE
INTEREST BEING ASSIGNED THEREBY FREE AND CLEAR OF ANY ADVERSE CLAIM AND THAT ITS
COMMITMENT, AND THE OUTSTANDING BALANCES OF ITS STANDBY LOANS AND COMPETITIVE
LOANS, IN EACH CASE WITHOUT GIVING EFFECT TO ASSIGNMENTS THEREOF WHICH HAVE NOT
BECOME EFFECTIVE, ARE AS SET FORTH IN