OF EACH SUCH ASSIGNMENT, FROM THE ASSIGNING OR
ASSIGNEE LENDER, THE PAYMENT OF A NON-REFUNDABLE ASSIGNMENT FEE OF $3,500 AND
(V) NO SUCH TRANSFER OR ASSIGNMENT WILL BE EFFECTIVE UNTIL RECORDED BY THE
ADMINISTRATIVE AGENT ON THE REGISTER PURSUANT TO SECTION 13.15.
TO THE EXTENT
OF ANY ASSIGNMENT PURSUANT TO THIS SECTION 13.04(B), THE ASSIGNING LENDER SHALL
BE RELIEVED OF ITS OBLIGATIONS HEREUNDER WITH RESPECT TO ITS ASSIGNED
COMMITMENTS AND OUTSTANDING TERM LOANS.
AT THE TIME OF EACH ASSIGNMENT PURSUANT
TO THIS SECTION 13.04(B) TO A PERSON WHICH IS NOT ALREADY A LENDER HEREUNDER AND
WHICH IS NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION
7701(A)(30) OF THE CODE) FOR FEDERAL INCOME TAX PURPOSES, THE RESPECTIVE
ASSIGNEE LENDER SHALL, TO THE EXTENT LEGALLY ENTITLED TO DO SO, PROVIDE TO THE
BORROWER THE APPROPRIATE INTERNAL REVENUE SERVICE FORMS (AND, IF APPLICABLE, A
SECTION 5.04(B)(II) CERTIFICATE) DESCRIBED IN SECTION 5.04(B).
TO THE EXTENT
THAT AN ASSIGNMENT OF ALL OR ANY PORTION OF A LENDER'S COMMITMENTS AND RELATED
OUTSTANDING OBLIGATIONS PURSUANT TO SECTION 2.13 OR THIS SECTION 13.04(B) WOULD,
AT THE TIME OF SUCH ASSIGNMENT, RESULT IN INCREASED COSTS UNDER SECTION 2.10 OR
5.04 FROM THOSE BEING CHARGED BY THE RESPECTIVE ASSIGNING LENDER PRIOR TO SUCH
ASSIGNMENT, THEN THE BORROWER SHALL NOT BE OBLIGATED TO PAY SUCH INCREASED COSTS
(ALTHOUGH THE BORROWER, IN ACCORDANCE WITH AND PURSUANT TO THE OTHER PROVISIONS
OF THIS AGREEMENT, SHALL BE OBLIGATED TO PAY ANY OTHER INCREASED COSTS OF THE
TYPE DESCRIBED ABOVE RESULTING FROM CHANGES AFTER THE DATE OF THE RESPECTIVE
ASSIGNMENT).
(C)
NOTHING IN THIS AGREEMENT SHALL PREVENT OR PROHIBIT ANY LENDER
FROM PLEDGING ITS TERM LOANS AND NOTES HEREUNDER TO A FEDERAL RESERVE BANK IN
SUPPORT OF BORROWINGS MADE BY SUCH LENDER FROM SUCH FEDERAL RESERVE BANK AND,
WITH PRIOR NOTIFICATION TO THE ADMINISTRATIVE AGENT (BUT WITHOUT THE CONSENT OF
THE ADMINISTRATIVE AGENT OR THE BORROWER), ANY LENDER WHICH IS A FUND MAY PLEDGE
ALL OR ANY PORTION OF ITS TERM LOANS AND NOTES TO ITS TRUSTEE OR TO A COLLATERAL
AGENT PROVIDING CREDIT OR CREDIT SUPPORT TO SUCH LENDER IN SUPPORT OF ITS
OBLIGATIONS TO SUCH TRUSTEE, SUCH COLLATERAL AGENT OR A HOLDER OF SUCH
OBLIGATIONS, AS THE CASE MAY BE.
NO PLEDGE PURSUANT TO THIS CLAUSE (C) SHALL
RELEASE THE TRANSFEROR LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER.
13.05.
NO WAIVER; REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART OF
THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT AND NO
COURSE OF DEALING BETWEEN THE BORROWER OR ANY OTHER CREDIT PARTY AND THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER SHALL OPERATE AS A
WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE
HEREUNDER OR THEREUNDER.
THE RIGHTS, POWERS AND REMEDIES HEREIN