Common use of Notice of Assignment Clause in Contracts

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "EFFECTIVE DATE") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the hereby instructs Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices offices specified in Item 8 6 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent attached hereto (which shall also be entitled Assignee’s address for notices pursuant to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 10.11 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement). From and after the date (the "EFFECTIVE DATE"“Effective Date”) on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agentherein, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, and with respect to all such amounts accrued from the Administrative Agent shall make Assignment Date, (i) all payments interest, principal, fees, and other amounts that would otherwise be payable to Assignor in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment for periods prior shall be paid to Assignee, and (ii) if Assignor receives any payment on account of the Effective Date hereof directly between themselvesAssigned Loans or the Assigned Commitment, then Assignor shall promptly deliver such payment to Assignee. The Assignee agrees to deliver to the Borrower and Administrative Agent, on or prior to the Administrative Agent Assignment Date, such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor agrees to give hereby gives notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment Commitments to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower Borrowers to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee at as provided in the applicable Lending Offices specified in Item 8 on Schedule 1 heretoLoan Agreement; provided, however, that the Borrower Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent and the Borrower shall have received notice a copy of this Assignment and Assumption Agreement duly executed by the assignmentAssignor, the Administrative Agent Assignee, and the Issuing Bank Borrowers (to the extent required by under the Loan Agreement), and shall have received the assignment fee described in Section 11.7 11.5(c)(iii) of the Credit Loan Agreement, and (b) the Assignor shall have consented in writing thereto, and delivered to the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 any promissory notes previously issued in respect of all or any portion of the Credit AgreementAssigned Commitments or Assigned Loans. From and after the date (the "EFFECTIVE DATE"“Effective Date”) on which the Administrative Agent shall notify the Borrower Borrowers, the Assignee and the Assignor that the requirements set forth in the foregoing sentence shall (a) and (b) have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agentherein, shall have the rights and obligations of a Lender under the Credit Loan Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, and with respect to all such amounts accrued from the Administrative Agent shall make Assignment Date, (i) all payments interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) Assigned Loans or the Assigned Commitments shall be paid to the Assignee. The , (ii) if the Assignor and Assignee shall make all appropriate adjustment in payments under receives any payment on account of the Assigned LoansLoans or the Assigned Commitments that is payable to the Assignee, the Assigned Letter Assignor shall promptly deliver such payment to the Assignee, and (iii) if the Assignee receives any payment in respect of Credit Exposure and Obligations of the Assigned Commitment for periods Borrowers accrued prior to the Effective Date hereof directly between themselvesDate, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower Borrowers and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment Commitments to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment Commitments directly to the Assignee at the applicable Lending Offices lending offices specified in Item 8 6 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent assignment and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee processing and recordation fee required to be paid pursuant to Section 11.7 10.10 of the Credit Agreement, and (b) the Assignor shall have delivered to the Borrower any Notes that shall be subject to such assignment. From and after the date (the "EFFECTIVE DATEEffective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence (a) and (b) shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.,

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the hereby instructs Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices offices specified in Item ITEM 8 on Schedule SCHEDULE 1 hereto; provided, however, that the Borrower and the Administrative Agent attached hereto (which shall also be entitled Assignee's address for notices pursuant to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 SECTION 10.11 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement). From and after the date (the "EFFECTIVE DATE") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agentherein, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, and with respect to all such amounts accrued from the Administrative Agent shall make Assignment Date, (i) all payments interest, principal, fees, and other amounts that would otherwise be payable to Assignor in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment for periods prior shall be paid to Assignee, and (ii) if Assignor receives any payment on account of the Effective Date hereof directly between themselvesAssigned Loans or the Assigned Commitment, then Assignor shall promptly deliver such payment to Assignee. The Assignee agrees to deliver to the Borrower and Administrative Agent, on or prior to the Administrative Agent Assignment Date, such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure Property and the Assigned Commitment to in accordance with Section 6.3(c)(A) of the Administrative Agent and the Borrower Participation Agreement and hereby instructs the Administrative Agent Agent, the Lessee and the Borrower Lessor to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Property and the Assigned Commitment directly to the Assignee at the applicable Lending Offices offices specified in Item 8 on Schedule 1 2 hereto; provided, however, that the Borrower Administrative Agent, the Lessee and the Administrative Agent Lessor shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent Agents, the other Participants and the Borrower Lessee shall have received notice of the assignment, assignment and (ii) the Administrative Agent and the Issuing Bank (Lessee shall have consented in writing thereto to the extent required by Section 11.7 6.3 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Participation Agreement. From and after the date (the "EFFECTIVE DATE"“Assignment Effective Date”) on which the Administrative Agent shall notify the Borrower Lessee and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (ix) the Assignee shall be deemed to be a party to the Credit Agreement Operative Documents and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender Rent Assignee and/or the Lessor, as applicable, under the Credit AgreementOperative Documents, and (iiy) the Assignee shall be deemed to have appointed and the Administrative Agent Agents to take such action as Administrative Agent agent on its behalf and to exercise such powers under the Loan Operative Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, the Administrative Agent and the Lessee shall make all payments in respect of the interest assigned hereby (including payments of principalprincipal on the Rent Assignment Interests, interestLessor Investment, fees Yield, Fees and other amounts) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure Property and the Assigned Commitment for periods prior to the Assignment Effective Date hereof directly between themselves. The If the Assignee agrees is not a United States Person as defined in Section 7701(a)(30) of the Code, the Assignee (if legally entitled to do so) shall deliver to the Borrower Administrative Agent and the Lessor and the Lessee herewith the forms required by Section 7.3 of the Participation Agreement to evidence the Assignee’s complete exemption from United States withholding taxes with respect to payments under the Operative Documents. If the Assignee is a United States Person, the Assignee (if legally entitled to do so) shall deliver to the Administrative Agent such and the Lessor and the Lessee herewith an Internal Revenue Service Form W-9 evidencing the Assignee’s exemption from United States backup withholding taxes and any other forms as may be required to establish that by Section 7.3 of the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of taxParticipation Agreement.

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the hereby instructs Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent attached hereto (which shall also be entitled Assignee’s address for notices pursuant to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 10.11 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement). From and after the date (the "EFFECTIVE DATE"“Effective Date”) on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agentherein, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, and with respect to all such amounts accrued from the Administrative Agent shall make Assignment Date, (i) all payments interest, principal, fees, and other amounts that would otherwise be payable to Assignor in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment for periods prior shall be paid to Assignee, and (ii) if Assignor receives any payment on account of the Effective Date hereof directly between themselvesAssigned Loans or the Assigned Commitment, then Assignor shall promptly deliver such payment to Assignee. The Assignee agrees to deliver to the Borrower and Administrative Agent, on or prior to the Administrative Agent Assignment Date, such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "EFFECTIVE DATEEffective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.. 178

Notice of Assignment. The Assignor agrees to give notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 6 on Schedule 1 hereto, or to the Agent for the account of the Assignee as a Lender (in either case, as required by the terms of the Credit Agreement); provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignmentBorrower, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) , shall have received notice of the assignment, the Borrower and the Agent shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "EFFECTIVE DATEAssignment Effective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Assignee agrees that the provisions of Section 10 of the Credit Agreement are hereby incorporated into this Agreement by this reference, as if fully set forth herein at length. After the Assignment Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment for periods prior to the Assignment Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor agrees to give hereby gives notice of the assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment Commitments to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee at as provided in the applicable Lending Offices specified in Item 8 on Schedule 1 heretoLoan Agreement; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by under the Loan Agreement), and shall have received the assignment fee described in Section 11.7 11.5(c)(iii) of the Credit Loan Agreement, and (b) the Assignor shall have consented in writing thereto, and delivered to the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 any promissory notes previously issued in respect of all or any portion of the Credit AgreementAssigned Commitments or Assigned Loans. From and after the date (the "EFFECTIVE DATE"“Effective Date”) on which the Administrative Agent shall notify the Borrower Borrower, the Assignee and the Assignor that the requirements set forth in the foregoing sentence shall (a) and (b) have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agentherein, shall have the rights and obligations of a Lender under the Credit Loan Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, and with respect to all such amounts accrued from the Administrative Agent shall make Assignment Date, (i) all payments interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) Assigned Loans or the Assigned Commitments shall be paid to the Assignee. The , (ii) if the Assignor and Assignee shall make all appropriate adjustment in payments under receives any payment on account of the Assigned LoansLoans or the Assigned Commitments that is payable to the Assignee, the Assigned Letter Assignor shall promptly deliver such payment to the Assignee, and (iii) if the Assignee receives any payment in respect of Credit Exposure and Obligations of the Assigned Commitment for periods Borrower accrued prior to the Effective Date hereof directly between themselvesDate, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Loan Agreement without deduction or withholding of tax.