THE BORROWER AND THE ADMINISTRATIVE AGENT.
ANY SUCH ASSIGNMENT NEED NOT BE
RATABLE AS AMONG THE FACILITIES.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND
RECORDING, FROM AND AFTER THE EFFECTIVE DATE DETERMINED PURSUANT TO SUCH
ASSIGNMENT AND ACCEPTANCE, (X) THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO
AND, TO THE EXTENT PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS
AND OBLIGATIONS OF A LENDER HEREUNDER WITH COMMITMENTS AND/OR LOANS AS SET FORTH
THEREIN, AND (Y) THE ASSIGNOR THEREUNDER SHALL, TO THE EXTENT PROVIDED IN SUCH
ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OF AN ASSIGNOR'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNOR SHALL CEASE TO BE A
PARTY HERETO, 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.
FOR PURPOSES OF THE MINIMUM ASSIGNMENT AMOUNTS SET FORTH IN THIS
PARAGRAPH, MULTIPLE ASSIGNMENTS BY TWO OR MORE RELATED FUNDS SHALL BE
AGGREGATED.
(D)
THE ADMINISTRATIVE AGENT (OR, IN THE CASE OF
REVOLVING CREDIT COMMITMENTS AND REVOLVING CREDIT LOANS, THE REVOLVING
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.
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, 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,