OF
CONTEMPORANEOUS ASSIGNMENTS BY A LENDER TO ONE OR MORE FUNDS MANAGED BY THE SAME
INVESTMENT ADVISOR (WHICH FUNDS ARE NOT THEN LENDERS HEREUNDER), ONLY A SINGLE
SUCH $3,500 FEE SHALL BE PAYABLE FOR ALL SUCH CONTEMPORANEOUS ASSIGNMENTS; AND
(V) THE ASSIGNING LENDER SHALL DELIVER TO THE ADMINISTRATIVE AGENT OR THE
BORROWER ANY NOTE ISSUED TO IT MARKED "CANCELLED:".
SUBJECT TO ACCEPTANCE AND
RECORDING THEREOF BY THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 10.07(C), FROM
AND AFTER THE EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT AND ASSUMPTION, THE
ELIGIBLE ASSIGNEE THEREUNDER SHALL BE A PARTY TO THIS AGREEMENT AND, TO THE
EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, HAVE THE
RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT, AND THE ASSIGNING
LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH
ASSIGNMENT AND ASSUMPTION, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND, IN THE CASE OF AN ASSIGNMENT AND ASSUMPTION COVERING ALL OF THE ASSIGNING
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO
BE A PARTY HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS
3.01, 3.04, 3.05, 10.04 AND 10.05 WITH RESPECT TO FACTS AND CIRCUMSTANCES
OCCURRING PRIOR TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT).
UPON REQUEST, THE
BORROWER (AT ITS EXPENSE) SHALL EXECUTE AND DELIVER A NOTE TO THE ASSIGNEE
LENDER.
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS SUBSECTION SHALL BE TREATED FOR
PURPOSES OF THIS AGREEMENT AS A SALE BY SUCH LENDER OF A PARTICIPATION IN SUCH
RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH SECTION 10.07(D).
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWER, SHALL MAINTAIN AT THE ADMINISTRATIVE AGENT'S OFFICE A
COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNTS (AND RELATED INTEREST AMOUNTS) OF THE LOANS, L/C
OBLIGATIONS (SPECIFYING THE UNREIMBURSED AMOUNT), L/C BORROWINGS AND AMOUNTS DUE
UNDER SECTION 2.03 OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME
TO TIME (THE
136
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND THE
BORROWER, THE AGENTS AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR
ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
IN ADDITION, AT ANY
TIME THAT A REQUEST FOR A CONSENT FOR A MATERIAL OR OTHER SUBSTANTIVE CHANGE TO
THE LOAN DOCUMENTS IS PENDING, ANY LENDER MAY REQUEST AND RECEIVE FROM THE
ADMINISTRATIVE AGENT A COPY OF THE REGISTER.
UPON RECEIPT OF A DULY COMPLETED
AND EXECUTED ASSIGNMENT AND ASSUMPTION AND COMPLIANCE BY THE ASSIGNING LENDER
AND ELIGIBLE ASSIGNEE WITH THE OTHER APPLICABLE PROVISIONS OF THIS