ANY ASSIGNMENT OF ANY LOAN OR OTHER OBLIGATION HEREUNDER NOT EVIDENCED
BY A NOTE SHALL BE EFFECTIVE ONLY UPON APPROPRIATE ENTRIES WITH RESPECT THERETO
BEING MADE IN THE REGISTER. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
THE LOAN PARTIES OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER
AND AN ASSIGNEE (AND, IN THE CASE OF AN ASSIGNEE THAT IS NOT THEN A LENDER OR AN
AFFILIATE THEREOF, BY THE BORROWERS AND THE ADMINISTRATIVE AGENT) TOGETHER WITH
PAYMENT TO THE ADMINISTRATIVE AGENT OF A REGISTRATION AND PROCESSING FEE OF
$3,500, THE ADMINISTRATIVE AGENT SHALL (I) PROMPTLY ACCEPT SUCH ASSIGNMENT AND
ACCEPTANCE AND (II) ON THE EFFECTIVE DATE DETERMINED PURSUANT THERETO RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER AND GIVE NOTICE OF SUCH ACCEPTANCE
AND RECORDATION TO THE LENDERS AND THE BORROWERS.
THE BORROWERS AUTHORIZE EACH LENDER TO DISCLOSE TO ANY PARTICIPANT OR ASSIGNEE
(EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE, SUBJECT TO THE PROVISIONS
OF SECTION 12.19, ANY AND ALL FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION
CONCERNING THE LOAN PARTIES AND THEIR AFFILIATES WHICH HAS BEEN DELIVERED TO
SUCH LENDER BY OR ON BEHALF OF THE BORROWERS PURSUANT TO THIS AGREEMENT OR WHICH
HAS BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF THE
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BORROWERS IN CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF THE BORROWERS
AND ITS AFFILIATES PRIOR TO BECOMING A PARTY TO THIS AGREEMENT.
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE
PROVISIONS OF THIS SECTION CONCERNING ASSIGNMENTS OF LOANS AND NOTES RELATE ONLY
TO ABSOLUTE ASSIGNMENTS AND THAT SUCH PROVISIONS DO NOT PROHIBIT ASSIGNMENTS
CREATING SECURITY INTERESTS, INCLUDING, WITHOUT LIMITATION, ANY PLEDGE OR
ASSIGNMENT BY A LENDER OF ANY LOAN OR NOTE TO ANY FEDERAL RESERVE BANK IN
ACCORDANCE WITH APPLICABLE LAW.
ADJUSTMENTS; SET-OFF.
IF ANY LENDER SHALL AT ANY TIME RECEIVE ANY PAYMENT OF ALL OR PART OF ITS LOANS,
OR INTEREST THEREON, OR RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER
VOLUNTARILY OR INVOLUNTARILY, BY SET-OFF, PURSUANT TO EVENTS OR PROCEEDINGS OF
THE NATURE REFERRED TO IN SECTION 10(H), OR OTHERWISE), IN A GREATER PROPORTION
THAN ANY SUCH PAYMENT TO OR COLLATERAL RECEIVED BY ANY OTHER LENDER, IF ANY, IN
RESPECT OF SUCH OTHER LENDER'S LOANS, OR INTEREST THEREON, SUCH BENEFITED LENDER
SHALL PURCHASE FOR CASH FROM THE OTHER LENDERS A PARTICIPATING INTEREST IN SUCH
PORTION OF EACH SUCH OTHER LENDER'S LOAN, OR SHALL PROVIDE SUCH OTHER LENDERS
WITH THE BENEFITS OF ANY SUCH COLLATERAL, OR THE PROCEEDS THEREOF, AS SHALL BE
NECESSARY TO CAUSE SUCH BENEFITED LENDER TO SHARE THE EXCESS PAYMENT OR BENEFITS
OF SUCH COLLATERAL OR PROCEEDS RATABLY WITH EACH OF THE LENDERS; PROVIDED,
HOWEVER, THAT IF ALL OR ANY PORTION OF SUCH EXCESS PAYMENT OR BENEFITS IS
THEREAFTER RECOVERED FROM SUCH BENEFITED LENDER, SUCH PURCHASE SHALL BE
RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT OF SUCH
RECOVERY, BUT WITHOUT