(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN A COPY OF EACH ASSIGNMENT
AND ACCEPTANCE DELIVERED TO IT AND A REGISTER FOR THE RECORDATION OF THE NAMES
AND ADDRESSES OF THE LENDERS AND THE COMMITMENT AND PROPORTIONATE SHARE OF, AND
PRINCIPAL AMOUNT OF THE LOANS AND OTHER SECURED OBLIGATIONS OWING TO, EACH
LENDER FROM TIME TO TIME (THE REGISTER).
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR
ANY LENDER 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
ASSIGNING LENDER AND AN ELIGIBLE ASSIGNEE TOGETHER WITH ANY NOTE OR NOTES
SUBJECT TO SUCH ASSIGNMENT AND IN THE CASE OF AN ELIGIBLE ASSIGNEE WHICH IS NOT
AN AFFILIATE OF A LENDER, A FEE IN AN AMOUNT EQUAL TO $3,500, THE ADMINISTRATIVE
AGENT SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN THE
FORM OF EXHIBIT D, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER, (III) GIVE PROMPT NOTICE THEREOF
TO THE LENDERS AND THE BORROWER, AND (IV) PROMPTLY DELIVER A COPY OF SUCH
ACCEPTANCE AND ASSIGNMENT TO THE BORROWER.
WITHIN FIVE BUSINESS DAYS AFTER
RECEIPT OF NOTICE, THE BORROWER SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE
AGENT IN EXCHANGE FOR THE SURRENDERED NOTE OR NOTES A NEW NOTE OR NOTES TO THE
ORDER OF SUCH ELIGIBLE ASSIGNEE IN AMOUNTS EQUAL TO THE COMMITMENT ASSUMED BY
SUCH ELIGIBLE ASSIGNEE PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND A NEW NOTE
OR NOTES TO THE ORDER OF THE ASSIGNING LENDER IN AN AMOUNT EQUAL TO THE
COMMITMENT RETAINED BY IT HEREUNDER.
SUCH NEW NOTE OR NOTES SHALL BE IN AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH
SURRENDERED NOTE OR NOTES, SHALL BE DATED THE EFFECTIVE DATE OF SUCH ASSIGNMENT
AND ACCEPTANCE AND SHALL OTHERWISE BE IN SUBSTANTIALLY THE FORM OF THE ASSIGNED
NOTES.
EACH SURRENDERED NOTE OR NOTES SHALL BE CANCELED AND RETURNED TO THE
BORROWER.
(F)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER
ENTITIES IN ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS COMMITMENT HEREUNDER AND
THE LOANS OWING TO IT AND THE NOTES HELD BY IT); PROVIDED, HOWEVER, THAT
(I) EACH SUCH PARTICIPATION SHALL BE IN AN AMOUNT NOT LESS THAN $5,000,000,
(II) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ITS COMMITMENT HEREUNDER) SHALL REMAIN UNCHANGED, (III) SUCH LENDER
SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE
OF SUCH OBLIGATIONS, (IV) SUCH LENDER SHALL REMAIN THE HOLDER OF THE NOTES HELD
BY IT FOR ALL PURPOSES OF THIS AGREEMENT, (V) THE BORROWER,