(AND, IN ANY CASE WHERE THE CONSENT OF ANY OTHER PERSON
IS REQUIRED BY SECTION 9.7(C), BY EACH SUCH OTHER PERSON) TOGETHER WITH PAYMENT
TO THE ADMINISTRATIVE AGENT OF A REGISTRATION AND PROCESSING FEE OF $3,500
(EXCEPT THAT NO SUCH REGISTRATION AND PROCESSING FEE SHALL BE PAYABLE IN THE
CASE OF AN ASSIGNEE WHICH IS ALREADY A LENDER OR IS AN AFFILIATE OR RELATED FUND
OF A LENDER OR A PERSON UNDER COMMON MANAGEMENT WITH A LENDER), THE
ADMINISTRATIVE AGENT SHALL (I) PROMPTLY ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE
AND (II) ON THE EFFECTIVE DATE DETERMINED PURSUANT THERETO RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER AND GIVE NOTICE OF SUCH ACCEPTANCE
AND RECORDATION TO THE BORROWER.
ON OR PRIOR TO SUCH EFFECTIVE DATE, THE
BORROWER, AT ITS OWN EXPENSE, UPON REQUEST, SHALL EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT (IN EXCHANGE FOR THE APPLICABLE NOTES OF THE ASSIGNING
LENDER) A NEW NOTE TO THE ORDER OF SUCH ASSIGNEE IN AN AMOUNT EQUAL TO THE
REVOLVING COMMITMENT ASSUMED OR ACQUIRED BY IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE AND, IF THE ASSIGNOR HAS RETAINED A REVOLVING COMMITMENT UPON
REQUEST, A NEW NOTE AND/OR NOTES, AS THE CASE MAY BE, TO THE ORDER OF THE
ASSIGNOR IN AN AMOUNT EQUAL TO THE REVOLVING COMMITMENT RETAINED BY IT
HEREUNDER.
SUCH NEW NOTE OR NOTES SHALL BE DATED THE CLOSING DATE AND SHALL
OTHERWISE BE IN THE FORM OF THE NOTE OR NOTES REPLACED THEREBY.
(F)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE
THAT THE PROVISIONS OF THIS SECTION 9.7 CONCERNING ASSIGNMENTS OF LOANS AND
NOTES RELATE ONLY TO ABSOLUTE ASSIGNMENTS AND THAT SUCH PROVISIONS DO NOT
PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS IN LOANS AND NOTES, INCLUDING,
WITHOUT LIMITATION, ANY PLEDGE OR ASSIGNMENT BY A LENDER OF ANY LOAN OR NOTE TO
ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH APPLICABLE LAW.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN
"SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING LENDER
TO THE ADMINISTRATIVE AGENT AND THE BORROWER, THE OPTION TO PROVIDE TO THE
BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE
BE OBLIGATED TO MAKE TO THE BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED THAT
(I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN AND
(II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE
ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE
SUCH LOAN PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A LOAN BY AN SPC
HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME
EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH GRANTING LENDER.
81
EACH PARTY HERETO HEREBY AGREES THAT NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR
SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT (ALL LIABILITY FOR WHICH SHALL
REMAIN WITH