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
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, SUCH
ASSIGNEE OR ITS REGISTERED ASSIGNS 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 OR TERM NOTE, AS THE CASE MAY BE, THE
ASSIGNOR OR ITS REGISTERED ASSIGNS IN AN AMOUNT EQUAL TO THE REVOLVING CREDIT
COMMITMENT 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
ANY PLEDGE OR ASSIGNMENT BY A LENDER OF ANY LOAN OR NOTE TO ANY FEDERAL RESERVE
BANK IN ACCORDANCE WITH APPLICABLE LAW, PROVIDED THAT NO SUCH PLEDGE OR
ASSIGNMENT OF A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS
OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER
AS A PARTY HERETO.
IN THE CASE OF ANY LENDER THAT IS A FUND THAT INVESTS IN
BANK LOANS, SUCH LENDER MAY, WITHOUT THE
110
CONSENT OF THE BORROWER OR THE ADMINISTRATIVE AGENT, ASSIGN OR PLEDGE ALL OR ANY
PORTION OF ITS RIGHTS UNDER THIS AGREEMENT, INCLUDING THE LOANS AND NOTES OR ANY
OTHER INSTRUMENT EVIDENCING ITS RIGHTS AS A LENDER UNDER THIS AGREEMENT, TO ANY
HOLDER OF, TRUSTEE FOR, OR ANY OTHER REPRESENTATIVE OF HOLDERS OF, OBLIGATIONS
OWED OR SECURITIES ISSUED, BY SUCH FUND AS SECURITY FOR SUCH OBLIGATIONS OR
SECURITIES; PROVIDED THAT ANY FORECLOSURE OR SIMILAR ACTION BY SUCH TRUSTEE OR
REPRESENTATIVE SHALL BE SUBJECT TO THE PROVISIONS OF THIS SECTION 10.6
CONCERNING ASSIGNMENTS.
(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