Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon delivery of an Assignment Agreement to Borrower, the Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender and shall have all the rights and obligations of the Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such Purchaser, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower shall be required to release the Lender with respect to the percentage of the Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the Lender and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon (a) Subject to subsection (b), below, upon (i) delivery to the Agent of an Assignment Agreement Agreement, together with any consents required by Section 12.3.1, and (ii) payment of a $3,500 fee to Borrowerthe Agent for processing such assignment (unless such fee is waived by the Agent), the such Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower Borrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the Lender transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon (a) delivery to the Agent of an Assignment Agreement a notice of assignment, substantially in the form attached as Exhibit I to BorrowerEXHIBIT C hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.1, and (b) payment of a $3,000 fee to the Assignment Agreement Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment AgreementNotice of Assignment. On and after the effective date of such Assignment Agreementassignment, (a) such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by (b) the Borrower transferor Lender shall be required to release the Lender released with respect to the percentage of the Obligations Aggregate Commitment and Loans assigned to such Purchaser. Any Person that is at Purchaser without any time a Lender and that thereafter ceases to be a Lender pursuant to further consent or action by the terms of this Section 12.3.2 shall continue to be entitled to Borrower, the benefit of those provisions of this Agreement that, pursuant to Lenders or the terms hereof, survive the termination hereofAgent. Upon the consummation of any assignment to a Purchaser pursuant to this Section SECTION 12.3.2, the Lender transferor Lender, the Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon delivery of obtaining any consents required by Section 11.3.2, an Assignment Agreement to Borrower, the Assignment Agreement assignment shall become effective on the effective date specified in such Assignment Agreementassignment. On In the case of an assignment covering all of the assigning Lender’s rights, benefits and after the effective date of such Assignment obligations under this Agreement, such Purchaser Lender shall for all purposes cease to be a lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender and shall have all the rights and obligations of the Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such Purchaser, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower shall be required to release the Lender with respect to the percentage of the Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 hereunder but shall continue to be entitled to the benefit of benefits of, and subject to, those provisions of this Agreement that, pursuant and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents with respect to facts and circumstances occurring prior to the terms hereof, survive effective date of such assignment. Any assignment or transfer by Lender of rights or obligations under this Agreement that does not comply with this Section 11.3 shall be treated for purposes of this Agreement as a sale by the termination hereofLender of a participation in such rights and obligations in accordance with Section 11.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.211.3.3, the Lender and the Borrower shall, if the Purchaser transferor Lender or the assignee desires that its Loans be evidenced by Notesa replacement Note, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Note (if any) held by the transferor Lender, a new Notes Note or, as appropriate, replacement Notes are Note is issued to the Lender Lender, if applicable, and new Notes Note or, as appropriate, replacement NotesNote, are issued to such Purchaserassignee, in each case in principal amounts reflecting their respective part of the Aggregate Commitments (or if the Aggregate Commitment has been terminated or fully advance, their respective portions of the Loans), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of an Assignment Agreement Agreement, together with any consents required by Section 12.3.1, and (ii) payment of a $3,500 fee to Borrowerthe Agent for processing such assignment (unless such fee is waived by the Agent), the such Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, 56 ________________________________________________________________________________________________________ and no further consent or action by the Borrower Borrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the Lender transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon (i) delivery to Agent of an a duly executed Assignment Agreement, together with any consents required by Section 12.3.1, (ii) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), and (iii) the execution of the Assignment Agreement to by Agent and, if required, Borrower, the such Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower Borrower, Lenders or Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the Lender transferor Lender, Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon (i) delivery to the Agent of an Assignment Agreement, together with any consents required by Section 12.3(i), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), and subject to acceptance and recording of such Assignment Agreement pursuant to BorrowerSection 12.3(iii), the such Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Borrower Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 12.3(ii) shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.212.3(ii), the Lender transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon delivery to Agent of an Assignment Agreement to Borrowera ---------------------- notice of assignment substantially in the form attached as Exhibit G hereto, the Assignment Agreement --------- together with any consents required by Section 13.3.1, such assignment shall become effective on the effective date specified in such Assignment Agreementnotice of assignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a lender Lender party to this the Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such Purchaser, to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrower Borrowers, Lenders or Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the such Lender and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereofEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3.213.3.2, the Lender transferor Lender, Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon delivery to Agent of an a fully executed Assignment Agreement to Borrowerin the form of Exhibit A and a processing fee of $3,500 (unless otherwise agreed or waived by Agent in its discretion), the Assignment Agreement assignment shall become effective on the effective date as specified in the notice, if it complies with this Section 13.3. From such Assignment Agreement. On and after effective date, the effective date of such Assignment Agreement, such Purchaser Eligible Assignee shall for all purposes be a lender party to this Agreement and any other Lender under the Loan Document executed by or on behalf of the Lender Documents, and shall have all rights and obligations of a Lender thereunder and (ii) the assigning Lender thereunder shall, to the extent that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender under shall cease to be a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents with respect to the percentage of the Obligations assigned to contrary notwithstanding, such Purchaser, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower shall be required to release the assigning Lender with respect to the percentage of the Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions all indemnities hereunder as specified herein with respect to matters arising out of this Agreement that, pursuant to the terms hereof, survive the termination hereofprior involvement of such assigning Lender as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2an assignment, the Lender transferor Lender, Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement and/or new Notes ornotes, as appropriateif applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, replacement Notes are issued upon request, an administrative questionnaire satisfactory to the Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserAgent.

Effect; Effective Date. Upon (a) delivery to the Agent and the Borrower of an Assignment Agreement a notice of assignment, substantially in the form attached as Exhibit I to BorrowerExhibit D hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.1, and (b) payment of a $3,500 fee to the Assignment Agreement Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment Agreementshall contain 93 99 a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower Borrower, the Lenders or the Agent shall be required to release the Lender NationsBank with respect to the percentage of the Obligations Aggregate Commitment and Loans assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.213.3.2, the Lender transferor Lender, Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the Lender such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agents of a notice of assignment, substantially in the form attached as Exhibit I to Exhibit H hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (provided that such fee shall not be required if such assignment is to an Assignment Agreement to Borrowerexisting Lender or an Affiliate thereof), the Assignment Agreement such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment Agreementshall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower Company, the Lenders or the Agents shall be required to release the transferor Lender with respect to the percentage of the Obligations Aggregate Commitment and Loans assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.213.3.2, the Lender transferor Lender, the Administrative Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, Company shall make appropriate arrangements so that new Notes orany requested promissory notes, as appropriate, replacement Notes are issued to the Lender and new Notes or, as appropriate, replacement Notesif applicable, are issued to such Purchasertransferor Lender.

Effect; Effective Date. Upon delivery to Agent of an Assignment Agreement to Borrowera notice ---------------------- of assignment substantially in the form attached as Exhibit E hereto, the Assignment Agreement together --------- with any consents required by Section 13.3.1, such assignment shall become effective on the effective date specified in such Assignment Agreementnotice of assignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a lender Lender party to this the Agreement and any other Loan DIP Financing Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the Lender Lenders under the Loan DIP Financing Documents with respect to the percentage of the Obligations assigned to such Purchaser, to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrower Borrower, Lenders or Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the such Lender and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereofEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3.213.3.2, the Lender transferor Lender, Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Upon (i) delivery to Collateral Agent of a notice of assignment substantially in the form attached as EXHIBIT I hereto, together with any consents required by SECTION 12.3(A), and (ii) payment of a $5,000 fee to the Collateral Agent for processing any assignment to an Assignment Agreement to BorrowerEligible Assignee that is not an Affiliate of the transferor Lender, the Assignment Agreement such assignment shall become effective on the effective date specified in such Assignment Agreementnotice of assignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a lender Lender party to this Agreement and any other Loan Document Financing Agreement executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the Lender Lenders under the Loan Documents with respect to the percentage of the Obligations assigned to such Purchaser, Financing Agreements to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrower Borrowers, Lenders or Agents shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the such Lender and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereofEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3.2SECTION 12.3, the Lender transferor Lender, Agents and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of an Assignment Agreement, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), and subject to acceptance and recording of such Assignment Agreement pursuant to BorrowerSection 12.3(c), the such Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents with respect to the percentage of the Obligations assigned to such PurchaserDocuments, to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Borrower Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 12.3(b) shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.212.3(b), the Lender transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon delivery of an Assignment Agreement to Borrower, the Assignment Agreement shall become effective on the effective date specified in such Assignment Agreement. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a lender party to this Agreement and any other Loan Document executed by or on behalf of the Lender and shall have all the rights and obligations of the Lender under the Loan Documents with 32 ___________________________________________________________________________________ respect to the percentage of the Obligations assigned to such Purchaser, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower shall be required to release the Lender with respect to the percentage of the Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the Lender and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Upon delivery to Agent of an a fully executed Assignment Agreement to Borrower153 in the form of Exhibit A and a processing fee of $3,500 (unless otherwise agreed or waived by Agent in its discretion), the Assignment Agreement assignment shall become effective on the effective date as specified in the notice, if it complies with this Section 13.3. From such Assignment Agreement. On and after effective date, the effective date of such Assignment Agreement, such Purchaser Eligible Assignee shall for all purposes be a lender party to this Agreement and any other Lender under the Loan Document executed by or on behalf of the Lender Documents, and shall have all rights and obligations of a Lender thereunder and (ii) the assigning Lender thereunder shall, to the extent that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations hereunder, such Lender under shall cease to be a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents with respect to the percentage of the Obligations assigned to contrary notwithstanding, such Purchaser, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower shall be required to release the assigning Lender with respect to the percentage of the Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions all indemnities hereunder as specified herein with respect to matters arising out of this Agreement that, pursuant to the terms hereof, survive the termination hereofprior involvement of such assigning Lender as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2an assignment, the Lender transferor Lender, Agent and the Borrower shall, if the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement and/or new Notes ornotes, as appropriateif applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, replacement Notes are issued upon request, an administrative questionnaire satisfactory to the Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserAgent.