FEE OF $3,500.
(II)
FROM AND AFTER THE DATE ON WHICH THE CONDITIONS DESCRIBED ABOVE
HAVE BEEN MET, (I) SUCH ELIGIBLE ASSIGNEE SHALL BE DEEMED AUTOMATICALLY TO HAVE
BECOME A PARTY HERETO AND, TO THE EXTENT OF THE INTERESTS ASSIGNED TO SUCH
ELIGIBLE ASSIGNEE PURSUANT TO SUCH ASSIGNMENT AGREEMENT, SHALL HAVE THE RIGHTS
AND OBLIGATIONS OF A LENDER HEREUNDER AND (II) THE ASSIGNING LENDER, TO THE
EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT AGREEMENT, SHALL BE RELEASED FROM ITS RIGHTS (OTHER THAN ITS
INDEMNIFICATION RIGHTS) AND OBLIGATIONS HEREUNDER.
UPON THE REQUEST OF THE
ELIGIBLE ASSIGNEE (AND, AS APPLICABLE, THE ASSIGNING LENDER) PURSUANT TO AN
EFFECTIVE ASSIGNMENT AGREEMENT, BORROWERS SHALL EXECUTE AND DELIVER TO 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 PLUS THE PRINCIPAL AMOUNT OF THE
ELIGIBLE ASSIGNEE'S TERM LOAN (AND, AS APPLICABLE, NOTES IN THE PRINCIPAL AMOUNT
OF THAT PORTION OF THE REVOLVING LOAN COMMITMENT RETAINED BY THE ASSIGNING
LENDER PLUS THE PRINCIPAL AMOUNT OF THE TERM LOAN RETAINED BY THE ASSIGNING
LENDER).
UPON RECEIPT BY THE ASSIGNING LENDER OF SUCH NOTE, THE ASSIGNING
LENDER SHALL RETURN TO BORROWERS ANY PRIOR NOTE HELD BY IT.
(III)
AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF BORROWERS,
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 BORROWERS, 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 BORROWERS AND
ANY LENDER, AT ANY REASONABLE TIME UPON REASONABLE PRIOR NOTICE TO 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.
(B)
PARTICIPATIONS.
Any Lender may at any time, without the consent of, or notice to, Borrowers or
Agent, sell to one or more Persons participating interests in its Loans,
commitments or other interests hereunder (any such Person, a "Participant").
In
the event of a sale by a Lender of a participating interest to a Participant,
(a) such Lender's obligations hereunder shall remain unchanged for all purposes,