SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO; AND
(VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS
ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER OR THE ISSUING BANK, AS THE CASE MAY BE.
(E)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT
ITS ADDRESS REFERRED TO IN SECTION 10.01 A COPY OF EACH ASSIGNMENT AND
ACCEPTANCE DELIVERED TO AND ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF
THE NAMES AND ADDRESSES OF THE CREDIT PARTIES AND THEIR COMMITMENTS UNDER EACH
FACILITY OF, AND PRINCIPAL AMOUNT OF THE REVOLVING LOANS OWING UNDER EACH
FACILITY TO, EACH CREDIT PARTY FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES
IN THE REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT CLEARLY
DEMONSTRABLE ERROR, AND THE BORROWER, THE ADMINISTRATIVE AGENT AND THE OTHER
CREDIT PARTIES MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A
CREDIT PARTY HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT;
57
PROVIDED, HOWEVER, IN THE CASE OF AN ASSIGNMENT TO AN AFFILIATE OF THE ASSIGNING
LENDER, SUCH ASSIGNMENT SHALL BE EFFECTIVE BETWEEN SUCH LENDER AND ITS AFFILIATE
IMMEDIATELY WITHOUT COMPLIANCE WITH THE CONDITIONS FOR ASSIGNMENT UNDER THIS
SECTION 10.04, BUT SHALL NOT BE EFFECTIVE WITH RESPECT TO ANY OTHER PARTY
HERETO, AND EACH OTHER PARTY HERETO SHALL BE ENTITLED TO DEAL SOLELY WITH SUCH
ASSIGNING LENDER UNDER ANY SUCH ASSIGNMENT, IN EACH CASE UNTIL THE CONDITIONS
FOR ASSIGNMENT UNDER THIS SECTION 10.04 HAVE BEEN SATISFIED. THE REGISTER SHALL
BE AVAILABLE FOR INSPECTION BY THE BORROWER OR THE ADMINISTRATIVE AGENT OR ANY
OTHER CREDIT PARTY AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE
PRIOR NOTICE.
(F)
UPON ITS RECEIPT OF AN ASSIGNMENT AND
ACCEPTANCE EXECUTED BY AN ASSIGNING CREDIT PARTY AND AN ASSIGNEE, TOGETHER WITH
ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL, IF
SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE
FORM OF EXHIBIT A HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD
THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE
THEREOF TO THE BORROWER.
IN THE CASE OF ANY ASSIGNMENT BY A LENDER, WITHIN FIVE
BUSINESS DAYS AFTER ITS RECEIPT OF SUCH NOTICE, THE BORROWER, AT ITS OWN
EXPENSE, SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT IN EXCHANGE FOR
THE SURRENDERED NOTE A NEW NOTE TO THE ORDER OF SUCH ELIGIBLE ASSIGNEE IN AN
AMOUNT EQUAL TO THE COMMITMENT ASSUMED BY IT UNDER EACH FACILITY PURSUANT TO
SUCH ASSIGNMENT AND ACCEPTANCE AND, IF ANY ASSIGNING LENDER HAS RETAINED A
COMMITMENT HEREUNDER UNDER SUCH FACILITY, A NEW NOTE TO THE ORDER OF SUCH
ASSIGNING LENDER IN AN AMOUNT EQUAL TO THE COMMITMENT RETAINED BY IT HEREUNDER.
SUCH NEW NOTE SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE
PRINCIPAL AMOUNT OF SUCH SURRENDERED NOTE, SHALL BE DATED THE EFFECTIVE DATE OF
SUCH ASSIGNMENT AND ACCEPTANCE AND SHALL