SURVIVE TERMINATION PURSUANT TO SECTION 11.1).
UPON THE REQUEST OF THE ELIGIBLE ASSIGNEE (AND, AS APPLICABLE, THE ASSIGNING
LENDER) PURSUANT TO AN EFFECTIVE ASSIGNMENT AGREEMENT, BORROWER SHALL EXECUTE
AND DELIVER TO ADMINISTRATIVE AGENT FOR DELIVERY TO THE ELIGIBLE ASSIGNEE (AND,
AS APPLICABLE, THE ASSIGNING LENDER) NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF
THE ELIGIBLE ASSIGNEE'S PERCENTAGE INTEREST IN THE REVOLVING LOAN COMMITMENT
(AND, AS APPLICABLE, NOTES IN THE PRINCIPAL AMOUNT OF THAT PORTION OF THE
REVOLVING
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LOAN COMMITMENT RETAINED BY THE ASSIGNING LENDER). UPON RECEIPT BY THE ASSIGNING
LENDER OF SUCH NOTE, THE ASSIGNING LENDER SHALL RETURN TO BORROWER ANY PRIOR
NOTE HELD BY IT.
(III)
ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT
OF BORROWER, SHALL MAINTAIN AT ITS OFFICES LOCATED IN CHICAGO, ILLINOIS A COPY
OF EACH ASSIGNMENT AGREEMENT DELIVERED TO IT AND A REGISTER FOR THE RECORDATION
OF THE NAMES AND ADDRESSES OF EACH LENDER, AND THE COMMITMENTS OF, AND PRINCIPAL
AMOUNT OF THE LOANS OWING TO, SUCH LENDER PURSUANT TO THE TERMS HEREOF. THE
ENTRIES IN SUCH REGISTER SHALL BE CONCLUSIVE, AND BORROWER, ADMINISTRATIVE AGENT
AND LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED THEREIN PURSUANT TO THE
TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT,
NOTWITHSTANDING NOTICE TO THE CONTRARY. SUCH REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY BORROWER AND ANY LENDER, AT ANY REASONABLE TIME UPON REASONABLE
PRIOR NOTICE TO ADMINISTRATIVE AGENT.
(IV)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 11.6(A)
OR ANY OTHER PROVISION OF THIS AGREEMENT, ANY LENDER MAY AT ANY TIME PLEDGE OR
ASSIGN A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT TO SECURE OBLIGATIONS OF SUCH LENDER, INCLUDING ANY PLEDGE OR
ASSIGNMENT TO SECURE OBLIGATIONS TO A FEDERAL RESERVE BANK; PROVIDED THAT NO
SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE SUCH LENDER FROM ANY OF ITS OBLIGATIONS
HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY
HERETO.
(V)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 11.6(A)
OR ANY OTHER PROVISION OF THIS AGREEMENT, ADMINISTRATIVE AGENT HAS THE RIGHT,
BUT NOT THE OBLIGATION, TO EFFECTUATE ASSIGNMENTS OF LOANS AND REVOLVING LOAN
COMMITMENTS VIA AN ELECTRONIC SETTLEMENT SYSTEM ACCEPTABLE TO ADMINISTRATIVE
AGENT AS DESIGNATED IN WRITING FROM TIME TO TIME TO LENDERS BY ADMINISTRATIVE
AGENT (THE "SETTLEMENT SERVICE"). AT ANY TIME WHEN ADMINISTRATIVE AGENT ELECTS,
IN ITS SOLE DISCRETION, TO IMPLEMENT SUCH SETTLEMENT SERVICE, EACH SUCH
ASSIGNMENT SHALL BE EFFECTED BY THE ASSIGNING LENDER AND PROPOSED ASSIGNEE
PURSUANT TO THE PROCEDURES THEN IN EFFECT UNDER THE SETTLEMENT SERVICE, WHICH
PROCEDURES SHALL BE CONSISTENT WITH THE OTHER PROVISIONS OF THIS SECTION
11.6(A). EACH ASSIGNING LENDER AND PROPOSED ELIGIBLE ASSIGNEE SHALL COMPLY WITH
THE REQUIREMENTS OF THE SETTLEMENT SERVICE IN CONNECTION WITH EFFECTING ANY
ASSIGNMENT OF LOANS AND REVOLVING LOAN COMMITMENTS PURSUANT TO THE SETTLEMENT
SERVICE. WITH THE PRIOR APPROVAL OF EACH OF ADMINISTRATIVE AGENT AND BORROWER,
AS APPLICABLE, ADMINISTRATIVE AGENT'S AND BORROWER'S APPROVAL OF SUCH ELIGIBLE
ASSIGNEE SHALL BE DEEMED TO HAVE BEEN AUTOMATICALLY