IN ANY CASE WHERE THE
CONSENT OF ANY OTHER PERSON IS REQUIRED BY SECTION 10.6(C), BY EACH SUCH OTHER
PERSON) TOGETHER WITH PAYMENT TO THE ADMINISTRATIVE AGENT OF A REGISTRATION AND
PROCESSING FEE OF $3,500 (TREATING MULTIPLE, SIMULTANEOUS ASSIGNMENTS BY OR TO
TWO OR MORE RELATED FUNDS AS A SINGLE ASSIGNMENT) (EXCEPT THAT NO SUCH
REGISTRATION AND PROCESSING FEE SHALL BE PAYABLE IN THE CASE OF AN ASSIGNEE
WHICH IS ALREADY A LENDER OR IS AN AFFILIATE OR RELATED FUND OF A LENDER OR A
PERSON UNDER COMMON MANAGEMENT WITH A LENDER), 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 BORROWER.
ON
OR PRIOR TO SUCH EFFECTIVE DATE, THE BORROWER, AT ITS OWN EXPENSE, UPON REQUEST,
SHALL EXECUTE AND DELIVER TO THE
98
ADMINISTRATIVE AGENT (IN EXCHANGE FOR THE REVOLVING CREDIT NOTE AND/OR
APPLICABLE TERM NOTES, AS THE CASE MAY BE, OF THE ASSIGNING LENDER) A NEW
REVOLVING CREDIT NOTE AND/OR APPLICABLE TERM NOTES, AS THE CASE MAY BE, TO THE
ORDER OF SUCH ASSIGNEE IN AN AMOUNT EQUAL TO THE REVOLVING CREDIT COMMITMENT
AND/OR APPLICABLE TERM LOANS, AS THE CASE MAY BE, ASSUMED OR ACQUIRED BY IT
PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE ASSIGNOR HAS RETAINED A
REVOLVING CREDIT COMMITMENT AND/OR TERM LOANS, AS THE CASE MAY BE, UPON REQUEST,
A NEW REVOLVING CREDIT NOTE AND/OR TERM NOTES, AS THE CASE MAY BE, TO THE ORDER
OF THE ASSIGNOR IN AN AMOUNT EQUAL TO THE REVOLVING CREDIT COMMITMENT AND/OR
APPLICABLE TERM LOANS, AS THE CASE MAY BE, RETAINED BY IT HEREUNDER.
SUCH NEW
NOTE OR NOTES SHALL BE DATED THE CLOSING DATE AND SHALL OTHERWISE BE IN THE FORM
OF THE NOTE OR NOTES REPLACED THEREBY.
(F)
FOR THE 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 IN LOANS AND
NOTES, 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.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE (AN "SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO
TIME BY THE GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE BORROWER, THE
OPTION TO PROVIDE TO THE BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING
LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE TO THE BORROWER PURSUANT TO THIS
AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY
SPC TO MAKE ANY LOAN AND (II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR
OTHERWISE FAILS TO PROVIDE ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER
SHALL BE OBLIGATED TO