SHALL BE CONCLUSIVE, IN THE
ABSENCE OF MANIFEST ERROR, AND THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE
OWNER OF THE REVOLVING EXTENSIONS OF CREDIT AND ANY NOTES EVIDENCING THE LOANS
RECORDED THEREIN FOR ALL PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT OF ANY
LOAN, WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON
APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE REGISTER (AND EACH
NOTE SHALL EXPRESSLY SO PROVIDE).
ANY ASSIGNMENT OR TRANSFER OF ALL OR PART OF
A LOAN EVIDENCED BY A NOTE SHALL BE REGISTERED ON THE REGISTER ONLY UPON
SURRENDER FOR REGISTRATION OF ASSIGNMENT OR TRANSFER OF THE NOTE EVIDENCING SUCH
LOAN, ACCOMPANIED BY A DULY EXECUTED ASSIGNMENT AND ACCEPTANCE; THEREUPON ONE OR
MORE NEW NOTES IN THE SAME AGGREGATE PRINCIPAL AMOUNT SHALL BE ISSUED TO THE
DESIGNATED ASSIGNEE, AND THE OLD NOTES SHALL BE RETURNED BY THE ADMINISTRATIVE
AGENT TO THE BORROWER MARKED "CANCELED".
THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY THE BORROWER OR ANY LENDER (WITH RESPECT TO ANY ENTRY RELATING TO
SUCH LENDER'S REVOLVING EXTENSIONS OF CREDIT) AT ANY REASONABLE TIME AND FROM
TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNOR
AND AN ASSIGNEE (AND, IN ANY CASE WHERE THE CONSENT OF ANY OTHER PERSON IS
REQUIRED BY SECTION 9.6(C), BY EACH SUCH OTHER PERSON) TOGETHER WITH PAYMENT TO
THE ADMINISTRATIVE AGENT OF A REGISTRATION AND PROCESSING FEE OF $3,500 (EXCEPT
THAT NO SUCH REGISTRATION AND PROCESSING FEE SHALL BE PAYABLE (Y) IN CONNECTION
WITH AN ASSIGNMENT BY OR TO LEHMAN COMMERCIAL PAPER INC. OR ANY AFFILIATE
THEREOF OR (Z) IN THE CASE OF AN ASSIGNEE WHICH IS ALREADY A LENDER OR IS AN
AFFILIATE OR APPROVED FUND OF A LENDER OR A PERSON UNDER COMMON MANAGEMENT WITH
A LENDER), THE ADMINISTRATIVE AGENT SHALL (I) PROMPTLY ACCEPT SUCH ASSIGNMENT
AND ACCEPTANCE AND (II) ON THE EFFECTIVE DATE DETERMINED PURSUANT THERETO RECORD
THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND GIVE NOTICE OF SUCH
ACCEPTANCE AND RECORDATION TO THE LENDERS, THE ADMINISTRATIVE AGENT AND THE
BORROWER.
ON OR PRIOR TO SUCH EFFECTIVE DATE, THE BORROWER, AT ITS OWN EXPENSE,
UPON REQUEST, SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT (IN EXCHANGE
FOR THE NOTE OF THE ASSIGNING LENDER) A NEW NOTE TO THE ORDER OF SUCH ASSIGNEE
IN AN AMOUNT EQUAL TO THE REVOLVING CREDIT COMMITMENT ACQUIRED BY IT PURSUANT TO
SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE ASSIGNOR HAS RETAINED A REVOLVING
CREDIT COMMITMENT, UPON REQUEST, A NEW NOTE TO THE ORDER OF THE ASSIGNOR IN AN
AMOUNT EQUAL TO THE REVOLVING CREDIT COMMITMENT RETAINED BY IT HEREUNDER.
SUCH
NEW NOTE OR NOTES SHALL BE DATED THE CLOSING DATE AND SHALL OTHERWISE BE IN THE
FORM OF THE NOTE REPLACED THEREBY.
(F)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE
PROVISIONS OF THIS SECTION CONCERNING ASSIGNMENTS OF LOANS AND NOTES