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 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).
(D)
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF THE BORROWER,
MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 11.2 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
THE 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 OTHER LOAN PARTY, THE ADMINISTRATIVE 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 THE 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, AND THEREUPON ONE OR MORE NEW NOTES SHALL BE ISSUED
TO THE DESIGNATED ASSIGNEE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN
ASSIGNOR, AN ASSIGNEE AND ANY OTHER PERSON WHOSE CONSENT IS REQUIRED BY SECTION
11.6(C), TOGETHER WITH PAYMENT TO THE ADMINISTRATIVE AGENT OF A REGISTRATION AND
PROCESSING FEE OF $4,000, THE ADMINISTRATIVE AGENT SHALL (I) PROMPTLY ACCEPT
SUCH ASSIGNMENT AND ACCEPTANCE AND (II) RECORD THE INFORMATION CONTAINED THEREIN
IN THE REGISTER ON THE EFFECTIVE DATE DETERMINED PURSUANT THERETO.
(F)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE
THAT THE PROVISIONS OF THIS SECTION 11.6 CONCERNING ASSIGNMENTS OF LOANS AND
NOTES RELATE ONLY TO THE ABSOLUTE ASSIGNMENTS AND THAT SUCH PROVISIONS DO NOT
PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS, INCLUDING ANY PLEDGE OR
ASSIGNMENT BY A LENDER OF ANY LOAN OR NOTE TO ANY FEDERAL RESERVE BANK (IT BEING
UNDERSTOOD THAT ANY FORECLOSURE OF ANY SUCH SECURITY INTEREST AND ANY ASSIGNMENT
OF RIGHTS (INCLUDING VOTING RIGHTS) IN CONNECTION THEREWITH SHALL BE SUBJECT TO
THE REQUIREMENTS OF THIS SECTION).
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(G)
THE BORROWER, UPON RECEIPT OF WRITTEN NOTICE FROM THE RELEVANT