AGREEMENT; 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 OTHERWISE BE IN SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO.
58
(G)
EACH CREDIT PARTY MAY SELL PARTICIPATIONS TO ONE OR MORE PERSONS
(OTHER THAN THE BORROWER OR ANY OF ITS AFFILIATES) (EACH, A "PARTICIPANT") IN OR
TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS COMMITMENTS, THE
REVOLVING LOANS (INCLUDING SUCH LENDER'S PARTICIPATIONS IN REIMBURSEMENT
OBLIGATIONS) OWING TO IT AND THE NOTE (IF ANY) HELD BY IT); PROVIDED, HOWEVER,
THAT (I) SUCH CREDIT PARTY'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ITS COMMITMENTS) SHALL REMAIN UNCHANGED, (II) SUCH CREDIT
PARTY SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH CREDIT PARTY SHALL REMAIN THE HOLDER
OF ANY SUCH NOTE FOR ALL PURPOSES OF THIS AGREEMENT, (IV) THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE OTHER CREDIT PARTIES SHALL CONTINUE TO DEAL SOLELY
AND DIRECTLY WITH SUCH CREDIT PARTY IN CONNECTION WITH SUCH CREDIT PARTY'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND (V)