OBLIGATION HEREUNDER NOT EVIDENCED BY A NOTE, SHALL) TREAT
EACH PERSON WHOSE NAME IS RECORDED IN SUCH REGISTER AS THE OWNER OF A LOAN OR
OTHER OBLIGATION HEREUNDER AS THE OWNER THEREOF FOR ALL PURPOSES OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, NOTWITHSTANDING ANY NOTICE TO THE
CONTRARY.
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 APPLICABLE REGISTER.
THE REGISTERS SHALL BE
AVAILABLE FOR INSPECTION BY THE BORROWERS, ANY LENDER OR THE GENERAL
ADMINISTRATIVE AGENT AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
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 COMPANY AND THE APPLICABLE ADMINISTRATIVE
AGENT), TOGETHER WITH PAYMENT TO THE APPLICABLE ADMINISTRATIVE AGENT OF A
REGISTRATION AND PROCESSING FEE OF $3,500 AND DELIVERY TO THE APPLICABLE
ADMINISTRATIVE AGENT OF ANY FORMS OR STATEMENTS REQUIRED PURSUANT TO
SUBSECTION 6.13(B) AND SUCH ADMINISTRATIVE INFORMATION AS THE APPLICABLE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, THE APPLICABLE 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 APPLICABLE REGISTER AND GIVE NOTICE OF SUCH ACCEPTANCE AND
RECORDATION TO THE COMPANY; PROVIDED THAT (X) NO SUCH FEE SHALL BE PAYABLE WITH
RESPECT TO ANY ASSIGNMENT FROM AN ASSIGNING LENDER TO AN AFFILIATE THEREOF AND
(Y) SUCH FEE SHALL BE PAYABLE BY THE COMPANY WITH RESPECT TO ANY ASSIGNMENT
EFFECTED AT THE REQUEST OF THE COMPANY PURSUANT TO SUBSECTION 6.15 OR 6.16.
(F)
EACH BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT OR
ASSIGNEE (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND ALL
FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING SUCH BORROWER AND
ITS AFFILIATES WHICH HAS BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF SUCH
BORROWER PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN DELIVERED TO SUCH LENDER
BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION WITH SUCH LENDER'S CREDIT
EVALUATION OF THE BORROWERS AND THEIR RESPECTIVE AFFILIATES PRIOR TO BECOMING A
PARTY TO THIS AGREEMENT.
(G)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE
PROVISIONS OF THIS SUBSECTION 14.6 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
94
LENDER OF ANY LOAN OR NOTE TO ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH
APPLICABLE LAW.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY BANK (A
"GRANTING BANK") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (A "SPC"),
IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING BANK TO THE
GENERAL ADMINISTRATIVE AGENT AND ANY BORROWER, THE OPTION TO PROVIDE TO SUCH
BORROWER ALL OR ANY PART OF