OF, ANY PERSON ARE REQUIRED
(OTHER THAN ANY ALREADY GIVEN OR OBTAINED) FOR ITS DUE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS ASSIGNMENT AND ACCEPTANCE, AND APART FROM ANY AGREEMENTS OR
UNDERTAKINGS OR FILINGS REQUIRED BY THE LOAN AGREEMENT, NO FURTHER ACTION BY, OR
NOTICE TO, OR FILING WITH, ANY PERSON IS REQUIRED OF IT FOR SUCH EXECUTION,
DELIVERY OR PERFORMANCE; AND (III) THIS ASSIGNMENT AND ACCEPTANCE HAS BEEN DULY
EXECUTED AND DELIVERED BY IT AND CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF ASSIGNEE, ENFORCEABLE AGAINST ASSIGNEE IN ACCORDANCE WITH THE
TERMS HEREOF, SUBJECT, AS TO ENFORCEMENT, TO BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATION AND OTHER LAWS OF GENERAL APPLICATION RELATING TO OR AFFECTING
CREDITORS' RIGHTS TO GENERAL EQUITABLE PRINCIPLES.
9.
FURTHER ASSURANCES. ASSIGNOR AND ASSIGNEE EACH HEREBY AGREE TO EXECUTE AND
DELIVER SUCH OTHER INSTRUMENTS, AND TAKE SUCH OTHER ACTION, AS EITHER PARTY MAY
REASONABLY REQUEST IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
ASSIGNMENT AND ACCEPTANCE, INCLUDING THE DELIVERY OF ANY NOTICES OR OTHER
DOCUMENTS OR INSTRUMENTS TO BORROWERS OR AGENT, WHICH MAY BE REQUIRED IN
CONNECTION WITH THE ASSIGNMENT AND ASSUMPTION CONTEMPLATED HEREBY.
10.
MISCELLANEOUS
(A)
ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS ASSIGNMENT AND ACCEPTANCE
SHALL BE IN WRITING AND SIGNED BY THE PARTIES HERETO. NO FAILURE OR DELAY BY
EITHER PARTY HERETO IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF AND ANY WAIVER OF ANY BREACH OF THE PROVISIONS OF
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE WITHOUT PREJUDICE TO ANY RIGHTS WITH
RESPECT TO ANY OTHER FOR FURTHER BREACH THEREOF.
(B)
ALL PAYMENTS MADE HEREUNDER SHALL BE MADE WITHOUT ANY SET-OFF OR
COUNTERCLAIM.
A-4
(C)
ASSIGNOR AND ASSIGNEE SHALL EACH PAY ITS OWN COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION AND PERFORMANCE OF THIS
ASSIGNMENT AND ACCEPTANCE.
(D)
THIS ASSIGNMENT AND ACCEPTANCE MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND ALL OF SUCH COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(E)
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. ASSIGNOR AND ASSIGNEE EACH
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT SITTING IN NEW YORK, NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS ASSIGNMENT AND ACCEPTANCE AND IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH PARTY TO THIS ASSIGNMENT AND
ACCEPTANCE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING.
(F)
ASSIGNOR AND ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT
AND ACCEPTANCE, THE LOAN AGREEMENT, ANY OF THE OTHER