BE FOR A
MINIMUM AMOUNT OF SUCH TERM LOAN COMMITMENT OF $1,000,000; PROVIDED, HOWEVER,
THAT THE FOREGOING MINIMUM AMOUNTS SHALL NOT APPLY TO ANY ASSIGNMENT TO ANOTHER
EXISTING LENDER OR TO A LENDER'S AFFILIATE OR APPROVED FUND (PROVIDED FURTHER,
HOWEVER, THAT THE AGGREGATE COMMITMENTS HELD BY ANY PARTICULAR LENDER AND ITS
AFFILIATES AND ITS APPROVED FUNDS SHALL SATISFY THE FOREGOING MINIMUM AMOUNTS).
17.2.2
DELIVERABLES.
THE PARTIES TO EACH ASSIGNMENT SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ACCEPTANCE SUBSTANTIALLY
IN THE FORM AND CONTENT OF EXHIBIT 17.2.2 (AN "ASSIGNMENT AND ACCEPTANCE"),
TOGETHER WITH A PROCESSING AND RECORDATION FEE OF $3,500, AND THE ELIGIBLE
ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO THE ADMINISTRATIVE AGENT
AN ADMINISTRATIVE QUESTIONNAIRE IN SUCH SUBSTANCE AND FORM, AND PROVIDING SUCH
INFORMATION, AS THE ADMINISTRATIVE AGENT MAY REQUIRE FROM TIME TO TIME,
PROVIDED, HOWEVER, THAT ONLY ONE SUCH PROCESSING AND RECORDATION FEE WILL BE
CHARGED IN CONNECTION WITH THE SIMULTANEOUS ASSIGNMENT BY A SINGLE LENDER TO
MORE THAN ONE OF ITS APPROVED FUNDS.
17.2.3
JOINDER.
SUBJECT TO ACCEPTANCE AND REGISTERING THEREOF BY THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 17.3, FROM AND AFTER THE EFFECTIVE DATE
SPECIFIED IN EACH ASSIGNMENT AND ACCEPTANCE, THE ELIGIBLE ASSIGNEE THEREUNDER
SHALL BE A PARTY TO THIS CREDIT AGREEMENT AND, TO THE
95
EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ACCEPTANCE HAVE THE
RIGHTS AND OBLIGATIONS OF A LENDER, OR, IF APPLICABLE, THE SWINGLINE LENDER,
UNDER THIS CREDIT AGREEMENT, AND THE ASSIGNING LENDER OR SWINGLINE LENDER
THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND
ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS AS SUCH UNDER THIS CREDIT AGREEMENT
(AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OF THE ASSIGNING
PERSON'S RIGHTS AND OBLIGATIONS UNDER THIS CREDIT AGREEMENT, SUCH PERSON SHALL
CEASE TO BE A PARTY HERETO) BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF
(I) SECTIONS 6.3, 6.8, 6.9 AND 6.12 WITH RESPECT TO FACTS AND CIRCUMSTANCES
OCCURRING PRIOR TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT AND (II) SECTION 15
NOTWITHSTANDING SUCH ASSIGNMENT. ANY ASSIGNMENT OR TRANSFER BY A LENDER OR THE
SWINGLINE LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS CREDIT AGREEMENT THAT DOES
NOT COMPLY WITH THIS PARAGRAPH SHALL BE TREATED FOR PURPOSES OF THIS CREDIT
AGREEMENT AS A SALE BY SUCH PERSON OF A PARTICIPATION IN SUCH RIGHTS AND
OBLIGATIONS IN ACCORDANCE WITH SECTION 17.4.
17.3
REGISTER; ACCOUNTS.
THE ADMINISTRATIVE AGENT WILL MAINTAIN AT THE
ADMINISTRATIVE AGENT'S OFFICE A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED
TO IT, AND SCHEDULE 2 AS A REGISTER FOR THE RECORDATION OF THE NAMES AND
ADDRESSES OF THE LENDERS, THE SWINGLINE LENDER AND THE ISSUING BANK, AND THE
COMMITMENTS AND COMMITMENT PERCENTAGES OF EACH LENDER.
THE ADMINISTRATIVE AGENT
WILL ALSO MAINTAIN ACCOUNTS REFLECTING PRINCIPAL AMOUNTS OF THE REVOLVING LOANS
AND TERM LOAN OWING TO EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO
TIME, PAYMENTS MADE ON SUCH LOANS AND OTHER APPROPRIATE DEBITS AND CREDITS (THE