EXCEPT AS TO SECTION 2.19, 2.20, 2.21, 9.12
AND 10.5 IN RESPECT OF THE PERIOD PRIOR TO SUCH EFFECTIVE DATE).
NOTWITHSTANDING ANY PROVISION OF THIS SECTION, THE CONSENT OF THE BORROWER SHALL
NOT BE REQUIRED FOR ANY ASSIGNMENT THAT OCCURS AT ANY TIME WHEN ANY EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(D)
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF THE BORROWER,
MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 10.2 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 COMMITMENT OF, AND
PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER FROM TIME TO TIME.
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THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST
ERROR, AND THE BORROWER, EACH AGENT AND THE LENDERS SHALL TREAT EACH PERSON
WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF THE LOANS AND ANY NOTES
EVIDENCING SUCH LOANS RECORDED THEREIN FOR ALL PURPOSES OF THIS AGREEMENT.
ANY
ASSIGNMENT OF ANY LOAN, WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE EFFECTIVE
ONLY UPON APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE REGISTER
(AND EACH NOTE SHALL EXPRESSLY SO PROVIDE).
ANY ASSIGNMENT OR TRANSFER OF ALL
OR PART OF A LOAN EVIDENCED BY A NOTE SHALL BE REGISTERED ON THE REGISTER ONLY
UPON SURRENDER FOR REGISTRATION OF ASSIGNMENT OR TRANSFER OF THE NOTE EVIDENCING
SUCH LOAN, ACCOMPANIED BY A DULY EXECUTED ASSIGNMENT AND ACCEPTANCE; THEREUPON
ONE OR MORE NEW NOTES IN THE SAME AGGREGATE PRINCIPAL AMOUNT SHALL BE ISSUED TO
THE DESIGNATED ASSIGNEE (IF REQUESTED BY SUCH ASSIGNEE), AND THE OLD NOTES SHALL
BE RETURNED BY THE ADMINISTRATIVE AGENT TO THE BORROWER MARKED "CANCELED".
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY LENDER (WITH
RESPECT TO ANY ENTRY RELATING TO SUCH LENDER'S LOANS) 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
ASSIGNOR AND AN ASSIGNEE (AND, IN ANY CASE WHERE THE CONSENT OF ANY OTHER PERSON
IS REQUIRED BY SECTION 10.6(C), BY EACH SUCH OTHER PERSON) TOGETHER WITH ANY TAX
FORMS REQUIRED UNDER SECTION 2.20 AND PAYMENT TO THE ADMINISTRATIVE AGENT OF A
REGISTRATION AND PROCESSING FEE OF $3,500 (EXCEPT THAT NO SUCH REGISTRATION AND
PROCESSING FEE SHALL BE PAYABLE IN THE CASE OF AN ASSIGNEE WHICH IS ALREADY A
LENDER OR IS A LENDER AFFILIATE OR AN AFFILIATED FUND (AND IN THE CASE OF
ASSIGNMENTS ON THE SAME DAY FROM A LENDER TO MORE THAN ONE FUND MANAGED OR
ADVISED BY THE SAME INVESTMENT ADVISOR (WHICH FUNDS ARE NOT THEN LENDERS
HEREUNDER), ONLY A SINGLE $3,500 REGISTRATION AND PROCESSING FEE SHALL BE
PAYABLE FOR ALL SUCH ASSIGNMENTS BY SUCH LENDER TO SUCH FUNDS)), 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