SET FORTH THEREIN, AND (Y)
THE TRANSFEROR LENDER THEREUNDER SHALL, TO THE EXTENT OF SUCH ASSIGNED PORTION
AND AS PROVIDED IN THE ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (AND, IN THE CASE
OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE REMAINING PORTION OF A
TRANSFEROR LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH TRANSFEROR
LENDER SHALL CEASE TO BE A PARTY HERETO).
ANY SUCH ASSIGNMENT AND ACCEPTANCE
SHALL BE DEEMED TO AMEND THIS AGREEMENT TO THE EXTENT, AND ONLY TO THE EXTENT,
NECESSARY TO REFLECT THE ADDITION OF SUCH PURCHASING LENDER AND THE RESULTING
ADJUSTMENT OF COMMITMENT PERCENTAGES ARISING FROM THE PURCHASE BY SUCH
PURCHASING LENDER OF ALL OR A PORTION OF THE RIGHTS AND OBLIGATIONS OF SUCH
TRANSFEROR LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE
BORROWER, AT ITS OWN EXPENSE, SHALL EXECUTE AND DELIVER TO THE AGENT IN EXCHANGE
FOR THE SURRENDERED NOTE OR NOTES A NEW NOTE OR NOTES TO THE ORDER OF SUCH
PURCHASING LENDER IN AN AMOUNT EQUAL TO THE COMMITMENTS ASSUMED BY IT, AND IF
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THE TRANSFEROR LENDER HAS RETAINED A COMMITMENT HEREUNDER, A NEW NOTE OR NOTES
TO THE ORDER OF THE TRANSFEROR LENDER IN AN AMOUNT EQUAL TO SUCH COMMITMENT
RETAINED BY IT HEREUNDER.
SUCH NEW NOTES SHALL BE DATED THE CLOSING DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 9.6(C), A
LENDER MAY ASSIGN ANY OR ALL OF ITS RIGHTS UNDER THE LOAN DOCUMENTS TO AN
AFFILIATE OF SUCH LENDER OR A RELATED FUND OF SUCH LENDER WITHOUT DELIVERING AN
ASSIGNMENT AND ACCEPTANCE TO THE AGENT OR ANY OTHER PERSON (A "RELATED PARTY
ASSIGNMENT"); PROVIDED, HOWEVER, THAT (I) THE ASSIGNING LENDER PROMPTLY DELIVERS
NOTICE TO THE AGENT OF SUCH ASSIGNMENT IDENTIFYING THE ASSIGNEE IN DETAIL
REASONABLY ACCEPTABLE TO THE AGENT, (II) THE BORROWER AND THE AGENT MAY CONTINUE
TO DEAL SOLELY AND DIRECTLY WITH SUCH ASSIGNING LENDER UNTIL AN ASSIGNMENT AND
ACCEPTANCE HAS BEEN DELIVERED TO THE AGENT FOR RECORDATION IN THE REGISTER, AND
PROVIDED THAT THE FAILURE OF SUCH ASSIGNING LENDER TO DELIVER AN ASSIGNMENT AND
ACCEPTANCE TO THE AGENT SHALL NOT AFFECT THE LEGALITY, VALIDITY, OR BINDING
EFFECT OF SUCH ASSIGNMENT AND (III) AN ASSIGNMENT AND ACCEPTANCE BETWEEN THE
ASSIGNING LENDER AND AN AFFILIATE OF SUCH LENDER OR A RELATED FUND OF SUCH
LENDER SHALL BE EFFECTIVE AS OF THE DATE SPECIFIED IN SUCH ASSIGNMENT AND
ACCEPTANCE.
(D)
THE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 9.2
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 COMMITMENTS OF, AND PRINCIPAL AMOUNTS OF THE LOANS OWING TO AND, IF
APPLICABLE, THE LETTERS OF CREDIT PARTICIPATED IN BY, EACH LENDER FROM TIME TO
TIME.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF
MANIFEST ERROR, AND THE BORROWER, THE AGENT AND THE LENDERS MAY TREAT EACH
PERSON WHOSE NAME