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, (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 2.10, 2.11, 2.12 AND 9.4 IN RESPECT OF THE PERIOD PRIOR TO SUCH
EFFECTIVE DATE), AND (Z) THE ASSIGNEE SHALL COMPLY WITH SECTION 2.16 (F).
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 OR TO
TWO OR MORE RELATED FUNDS SHALL BE AGGREGATED.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, NEITHER THE BORROWER NOR ANY AFFILIATE THEREOF MAY BE AN
"ASSIGNEE" HEREUNDER.
(D)
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF THE BORROWER,
MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 9.2 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 PRESUMPTIVE EVIDENCE OF THE AMOUNTS SO ENTERED, AND THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL TREAT EACH PERSON WHOSE
NAME IS
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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