THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS
TO LEND UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT COVERING ALL OR
THE REMAINING PORTION OF SUCH BANK'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, SUCH BANK SHALL CEASE TO BE A PARTY HERETO).
(B)
TERMS OF ASSIGNMENTS.
BY EXECUTING AND DELIVERING AN ASSIGNMENT, THE BANK
THEREUNDER AND THE ASSIGNEE THEREUNDER CONFIRM TO AND AGREE WITH EACH OTHER AND
THE OTHER PARTIES HERETO THE MATTERS SET FORTH IN PARAGRAPHS 2 AND 3 OF SUCH
ASSIGNMENT.
(C)
THE REGISTER.
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS ADDRESS
REFERRED TO ON SCHEDULE I A COPY OF EACH ASSIGNMENT DELIVERED TO AND ACCEPTED BY
IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE BANKS
AND THE COMMITMENTS OF, AND PRINCIPAL AMOUNT OF THE ADVANCES OWING TO, EACH BANK
FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT ERROR, AND THE BORROWER, THE
GUARANTOR, THE ADMINISTRATIVE AGENT AND THE BANKS MAY TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER AS A BANK HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER, THE
GUARANTOR OR ANY BANK AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(D)
PROCEDURES.
UPON ITS RECEIPT OF AN ASSIGNMENT EXECUTED BY A BANK AND AN
ASSIGNEE PURSUANT TO THE TERMS OF THIS AGREEMENT, THE ADMINISTRATIVE AGENT
SHALL, IF SUCH ASSIGNMENT HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF
THE ATTACHED EXHIBIT C, AND OTHERWISE IN CONFORMITY WITH THIS SECTION 10.06,
(I) ACCEPT SUCH ASSIGNMENT, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE
REGISTER, AND (III) GIVE PROMPT NOTICE THEREOF TO THE BORROWER AND THE
GUARANTOR.
WITHIN FIVE (5) BUSINESS DAYS AFTER ITS RECEIPT OF SUCH NOTICE, THE
BORROWER, AT ITS OWN EXPENSE, SHALL, IF THE ASSIGNEE SHALL SO REQUEST, EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT, IN EXCHANGE FOR ANY SURRENDERED NOTE, A
NEW NOTE TO THE ORDER OF SUCH ASSIGNEE IN AN AMOUNT EQUAL TO THE COMMITMENT
ASSUMED BY IT PURSUANT TO SUCH ASSIGNMENT AND, IF SUCH ASSIGNING BANK HAS
RETAINED ANY COMMITMENT HEREUNDER AND SO REQUESTS, A NEW NOTE TO THE ORDER OF
SUCH BANK IN AN AMOUNT EQUAL TO THE COMMITMENT RETAINED BY IT HEREUNDER.
SUCH
NEW NOTES SHALL BE DATED THE EFFECTIVE DATE OF SUCH ASSIGNMENT AND SHALL
OTHERWISE BE IN SUBSTANTIALLY THE FORM OF THE ATTACHED EXHIBIT A.
(E)
PARTICIPATIONS.
EACH BANK MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR
OTHER ENTITIES IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS
COMMITMENT, THE ADVANCES OWING TO IT, AND ANY NOTES HELD BY IT), PROVIDED,
HOWEVER, THAT (I) SUCH BANK'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ITS COMMITMENT TO THE BORROWER HEREUNDER)