TRANSFEROR LENDER
TO SUCH PARTICIPANT HAD NO SUCH TRANSFER OCCURRED.
(C)
ANY LENDER (AN "ASSIGNOR") MAY, IN ACCORDANCE WITH APPLICABLE LAW, AT ANY
TIME AND FROM TIME TO TIME UPON NOTICE TO THE BORROWER AND THE ADMINISTRATIVE
AGENT ASSIGN TO ANY LENDER, ANY AFFILIATE OF ANY LENDER OR TO AN ELIGIBLE
TRANSFEREE (AN "ASSIGNEE") ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS PURSUANT TO AN ASSIGNMENT AND
ACCEPTANCE, EXECUTED BY SUCH ASSIGNEE, SUCH ASSIGNOR AND ANY OTHER PERSON WHOSE
CONSENT IS REQUIRED PURSUANT TO THIS PARAGRAPH, AND DELIVERED TO THE
ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER; PROVIDED
THAT NO SUCH ASSIGNMENT TO AN ASSIGNEE (OTHER THAN ANY LENDER OR ANY AFFILIATE
OF A LENDER) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $2,000,000
(OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF) (OTHER THAN IN THE
CASE OF AN ASSIGNMENT OF ALL OF A LENDER'S INTERESTS UNDER THIS AGREEMENT),
UNLESS OTHERWISE AGREED BY THE BORROWER AND THE ADMINISTRATIVE AGENT.
FOR
PURPOSES OF THE PROVISO CONTAINED IN THE PRECEDING SENTENCE, THE AMOUNT
DESCRIBED THEREIN SHALL BE AGGREGATED IN RESPECT OF EACH LENDER AND EACH
LENDER'S AFFILIATES, IF ANY.
ANY SUCH ASSIGNMENT NEED NOT BE RATABLE AS AMONG
THE FACILITIES.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING, FROM
AND AFTER THE EFFECTIVE DATE DETERMINED PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE, (X) THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE
EXTENT PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS AND
OBLIGATIONS OF A LENDER HEREUNDER WITH LOANS AS SET FORTH THEREIN, AND (Y) THE
ASSIGNOR THEREUNDER SHALL, TO THE EXTENT PROVIDED IN SUCH ASSIGNMENT AND
ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN THE
CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OF AN ASSIGNOR'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNOR SHALL CEASE TO BE A PARTY
HERETO).
(D)
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF THE BORROWER, MAINTAIN AT ITS
ADDRESS REFERRED TO IN SECTION 11.2 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE
DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR THE RECORDATION OF THE NAMES
AND ADDRESSES OF THE LENDERS AND THE COMMITMENT OF, AND THE PRINCIPAL AMOUNT OF
THE LOANS OWING TO, EACH LENDER FROM TIME TO TIME.
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND THE BORROWER, EACH
OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL TREAT EACH
PERSON WHOSE NAME
58
IS RECORDED IN THE REGISTER AS THE OWNER OF THE LOANS AND ANY NOTES EVIDENCING
THE LOANS RECORDED THEREIN FOR ALL PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT
OF ANY LOAN, WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON
APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE REGISTER (AND EACH
NOTE SHALL EXPRESSLY SO PROVIDE).
ANY ASSIGNMENT OR TRANSFER OF ALL OR PART OF
A LOAN EVIDENCED BY A NOTE SHALL BE REGISTERED ON THE REGISTER ONLY UPON