LENDER, AN AFFILIATE
OF SUCH LENDER OR AN APPROVED FUND WITH RESPECT TO SUCH LENDER.
(IV)
ASSIGNMENT AND ASSUMPTION.
THE PARTIES TO EACH ASSIGNMENT SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ASSUMPTION,
TOGETHER WITH A PROCESSING AND RECORDATION FEE IN THE AMOUNT, IF ANY, REQUIRED
AS SET FORTH IN SCHEDULE 10.06; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT
MAY, IN ITS SOLE DISCRETION, ELECT TO WAIVE SUCH PROCESSING AND RECORDATION FEE
IN THE CASE OF ANY ASSIGNMENT.
THE ASSIGNEE, IF IT IS NOT A LENDER, SHALL
DELIVER TO THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE QUESTIONNAIRE.
(V)
ASSIGNMENT TO BORROWERS.
ASSIGNMENTS TO THE BORROWERS AND
AFFILIATES OF THE BORROWERS SHALL BE PERMITTED SUBJECT TO THE FOLLOWING
LIMITATIONS (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE NOT APPLICABLE IN THE CASE
OF ASSIGNMENTS TO AFFILIATED DEBT FUNDS):
(A)
ANY SUCH LOANS ACQUIRED BY A BORROWER OR ANY SUBSIDIARIES OF A
BORROWER SHALL BE CANCELLED PROMPTLY UPON THE ACQUISITION THEREOF;
(B)
LENDERS THAT ARE AFFILIATES OF THE BORROWERS SHALL HAVE NO RIGHT
TO CONSENT TO ANY AMENDMENT, MODIFICATION, WAIVER, CONSENT OR OTHER SUCH ACTION
WITH RESPECT TO ANY OF THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR OTHERWISE VOTE ON ANY MATTER RELATED TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
(VI)
NO ASSIGNMENT TO NATURAL PERSONS.
NO SUCH ASSIGNMENT SHALL BE
MADE TO A NATURAL PERSON.
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF BY THE ADMINISTRATIVE AGENT PURSUANT
TO PARAGRAPH (C) OF THIS SECTION, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN
EACH ASSIGNMENT AND ASSUMPTION, THE ASSIGNEE THEREUNDER SHALL BE A PARTY TO THIS
AGREEMENT AND, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND
ASSUMPTION, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT,
AND THE ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST
ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, BE RELEASED FROM ITS OBLIGATIONS
UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT
92
AND ASSUMPTION COVERING ALL OF THE ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY HERETO) BUT SHALL
CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 3.01, 3.04, 3.05 AND 10.04
WITH RESPECT TO FACTS AND CIRCUMSTANCES OCCURRING PRIOR TO THE EFFECTIVE DATE OF
SUCH ASSIGNMENT.
UPON REQUEST, EACH BORROWER (AT ITS EXPENSE) SHALL EXECUTE AND
DELIVER A NOTE TO THE ASSIGNEE LENDER.
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
PARAGRAPH (D) OF THIS SECTION.
(C)
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING
SOLELY FOR THIS PURPOSE AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT THE
ADMINISTRATIVE AGENT'S OFFICE A COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED
TO IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE
LENDERS, AND THE COMMITMENTS OF, AND