HEREUNDER HELD BY IT IMMEDIATELY PRIOR TO SUCH EFFECTIVE
DATE, IF ANY, HAVE THE RIGHTS AND OBLIGATIONS HEREUNDER THAT HAVE BEEN ASSIGNED
TO IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND SHALL, TO THE FULLEST
EXTENT PERMITTED BY LAW, HAVE THE SAME RIGHTS AND BENEFITS HEREUNDER AS IF IT
WERE AN ORIGINAL LENDER HEREUNDER AND (Y) THE ASSIGNING LENDER SHALL, TO THE
EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS AND BE RELEASED FROM
ITS OBLIGATIONS HEREUNDER (AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE
COVERING ALL OR THE REMAINING PORTION OF SUCH
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ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS HEREUNDER, THE ASSIGNING LENDER SHALL
CEASE TO BE A PARTY HERETO).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS
OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS PARAGRAPH
SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT AS A SALE BY SUCH LENDER OF A
PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH SECTION 11.1(F).
(C)
AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT FOR BORROWERS,
SHALL MAINTAIN AT ITS ADDRESS IN EFFECT PURSUANT TO SECTION 13.10 A COPY OF EACH
ASSIGNMENT DOCUMENT DELIVERED TO AND ACCEPTED BY IT AND A REGISTER (THE
"REGISTER") FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF LENDERS UNDER THE
LOAN, THE PRINCIPAL AMOUNT OF THE LOAN OWING TO EACH LENDER FROM TIME TO TIME
AND WHETHER SUCH LENDER IS AN ORIGINAL LENDER OR THE ASSIGNEE OF ANOTHER LENDER
PURSUANT TO AN ASSIGNMENT DOCUMENT.
THE REGISTER SHALL INCLUDE AN ACCOUNT FOR
EACH LENDER, IN WHICH ACCOUNTS (TAKEN TOGETHER) SHALL BE RECORDED (I) THE
EFFECTIVE DATE AND AMOUNT OF EACH ASSIGNMENT DOCUMENT DELIVERED TO AND ACCEPTED
BY IT AND THE PARTIES THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST OR
FEES DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM BORROWERS TO EACH LENDER
HEREUNDER OR UNDER THE NOTE, AND (III) THE AMOUNT OF ANY SUM RECEIVED BY AGENT
FROM ANY BORROWER HEREUNDER AND EACH LENDER'S SHARE THEREOF.
THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR, AND BORROWERS, AGENT AND LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES HEREOF.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY ANY LENDER AND ANY BORROWER AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY THE
ASSIGNING LENDER AND AN ASSIGNEE AND (UNLESS WAIVED BY AGENT) A PROCESSING AND
RECORDATION FEE OF $1,000 (PAYABLE BY THE ASSIGNING LENDER OR THE ASSIGNEE, AS
SHALL BE AGREED BETWEEN THEM), AGENT SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE
HAS BEEN COMPLETED AND IS IN COMPLIANCE HEREWITH AND IN SUBSTANTIALLY THE FORM
OF A TRANSFER DOCUMENT AS SHALL REASONABLY BE AGREED TO BY AGENT HERETO,
(I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER