HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF (AND
BOUND BY ANY RELATED OBLIGATIONS UNDER) SUBSECTIONS 3.10, 3.11, 3.12, 3.13 AND
10.5).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT THAT DOES NOT COMPLY WITH SUBSECTION 10.6(B)(II)(B) SHALL BE NULL
AND VOID.
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT THAT DOES NOT COMPLY WITH ANY OTHER PROVISION OF THIS
SUBSECTION 10.6 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
PARAGRAPH (C) OF THIS SUBSECTION.
(IV)
THE BORROWER HEREBY DESIGNATES THE ADMINISTRATIVE AGENT, AND THE
ADMINISTRATIVE AGENT AGREES, TO SERVE AS THE BORROWER'S AGENT, SOLELY FOR
PURPOSES OF THIS SUBSECTION 10.6, TO MAINTAIN AT ONE OF ITS OFFICES IN NEW YORK,
NEW YORK A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER
FOR THE RECORDATION OF THE NAMES AND
106
ADDRESSES OF THE LENDERS, AND THE SENIOR INTERIM LOAN COMMITMENTS OF, AND
INTEREST AND PRINCIPAL AMOUNT OF THE SENIOR INTERIM LOANS OWING TO, EACH LENDER
PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR, AND THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR
ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AND ANY LENDER (WITH
RESPECT TO ITS OWN INTEREST ONLY), AT ANY REASONABLE TIME AND FROM TIME TO TIME
UPON REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED
ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER
HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) OF
THIS SUBSECTION AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY
PARAGRAPH (B) OF THIS SUBSECTION, THE ADMINISTRATIVE AGENT SHALL ACCEPT SUCH
ASSIGNMENT AND ACCEPTANCE, RECORD THE INFORMATION CONTAINED THEREIN IN THE
REGISTER AND GIVE PROMPT NOTICE OF SUCH ASSIGNMENT AND RECORDATION TO THE
BORROWER.
NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT
UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(VI)
ON OR PRIOR TO THE EFFECTIVE DATE OF ANY ASSIGNMENT PURSUANT TO
THIS SUBSECTION 10.6(B), THE ASSIGNING LENDER SHALL SURRENDER ANY OUTSTANDING
SENIOR INTERIM LOAN NOTES HELD BY IT ALL OR A PORTION OF WHICH ARE BEING
ASSIGNED.
ANY SENIOR INTERIM LOAN NOTES SURRENDERED BY THE ASSIGNING LENDER
SHALL BE RETURNED BY THE ADMINISTRATIVE AGENT TO THE BORROWER MARKED
"CANCELLED."
Notwithstanding the foregoing provisions of this subsection 10.6(b) or any other
provision of this Agreement, if the Borrower shall have consented thereto in
writing (such consent not to be unreasonably withheld), the Administrative Agent
shall have the right, but not