AN ASSIGNMENT UNDER
SECTION 11.5), (B) THE PERCENTAGE INTEREST OF EACH SUCH LENDER AS SET FORTH IN
EXHIBIT 10.1 AND (C) THE AMOUNT OF THE LOAN OWING TO EACH LENDER FROM TIME TO
TIME.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF
MANIFEST ERROR, AND THE COMPANY, THE LENDERS AND THE AGENT MAY TREAT EACH PERSON
WHOSE NAME IS REGISTERED THEREIN FOR ALL PURPOSES AS A PARTY TO THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE COMPANY OR ANY LENDER AT
ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
89
11.2.4.
ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION.
UPON ITS RECEIPT OF A
COMPLETED ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN
ASSIGNEE (AND ANY NECESSARY CONSENT OF THE AGENT AND THE COMPANY) TOGETHER WITH
THE PROCESSING AND RECORDATION FEE REFERRED TO IN SECTION 11.2.1 AND, TO THE
EXTENT NECESSARY, THE NOTE BEING ASSIGNED, THE AGENT SHALL (A) ACCEPT SUCH
ASSIGNMENT AND ACCEPTANCE, (B) RECORD THE INFORMATION CONTAINED THEREIN IN THE
REGISTER AND (C) GIVE PROMPT NOTICE THEREOF TO THE COMPANY.
WITHIN FIVE
BUSINESS DAYS AFTER RECEIPT OF NOTICE, THE COMPANY, AT ITS OWN EXPENSE, SHALL
EXECUTE AND DELIVER TO THE AGENT (IN EXCHANGE FOR THE SURRENDERED NOTE IF SUCH
NOTE MUST BE SURRENDERED OR REISSUED AS A RESULT OF SUCH ASSIGNMENT) A NEW NOTE
TO THE ORDER OF SUCH ASSIGNEE IN A PRINCIPAL AMOUNT EQUAL TO THE APPLICABLE
COMMITMENT AND LOAN ASSUMED BY IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE.
IF THE ASSIGNING LENDER HAS RETAINED A COMMITMENT AND LOAN, ITS NOTE SHALL BE
DEEMED TO BE THEN OUTSTANDING IN A PRINCIPAL AMOUNT EQUAL TO THE APPLICABLE
COMMITMENT AND LOAN RETAINED BY IT.
11.2.5.
FEDERAL RESERVE BANK.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS
SECTION 11 (WITHOUT THE CONSENT OF OR NOTICE TO THE AGENT OR THE COMPANY), ANY
LENDER MAY AT ANY TIME PLEDGE ALL OR ANY PORTION OF SUCH LENDER'S RIGHTS UNDER
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO A FEDERAL RESERVE BANK OR, IN
THE CASE OF ANY LENDER THAT IS A FUND, TO THE TRUSTEE OF SUCH FUND TO SUPPORT
THE FUND'S OBLIGATIONS TO SUCH TRUSTEE; PROVIDED, HOWEVER, THAT NO SUCH PLEDGE
OR ASSIGNMENT SHALL RELEASE SUCH LENDER FROM SUCH LENDER'S OBLIGATIONS HEREUNDER
OR UNDER ANY OTHER CREDIT DOCUMENT.
11.2.6.
FURTHER ASSURANCES.
THE COMPANY AND ITS SUBSIDIARIES SHALL SIGN SUCH
DOCUMENTS AND TAKE SUCH OTHER ACTIONS FROM TIME TO TIME REASONABLY REQUESTED BY
AN ASSIGNEE TO ENABLE IT TO SHARE IN THE BENEFITS OF THE RIGHTS CREATED BY THE
CREDIT DOCUMENTS.
11.3.
CREDIT PARTICIPANTS.
EACH LENDER MAY, WITHOUT THE CONSENT OF THE COMPANY
OR THE AGENT, IN COMPLIANCE WITH APPLICABLE LAWS IN CONNECTION WITH SUCH
PARTICIPATION, SELL TO ONE OR MORE COMMERCIAL BANKS, OTHER FINANCIAL
INSTITUTIONS OR FUNDS IN THE BUSINESS OF MAKING OR PURCHASING LOANS SIMILAR TO
THE CREDIT OBLIGATIONS (EACH A "CREDIT PARTICIPANT") PARTICIPATIONS IN ALL OR A
PORTION OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE
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