THIS
AGREEMENT TO AN ELIGIBLE ASSIGNEE, (II) EACH SUCH ASSIGNMENT SHALL BE TO AN
ELIGIBLE ASSIGNEE, AND (III) THE PARTIES TO EACH SUCH ASSIGNMENT SHALL EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT, FOR ITS ACCEPTANCE AND RECORDING IN THE
REGISTER, AN ASSIGNMENT AND ACCEPTANCE, TOGETHER WITH A PROCESSING AND
RECORDATION FEE OF $3,500 (EXCEPT IN THE CASE OF AN ASSIGNMENT TO AN AFFILIATE
OF THE ASSIGNING LENDER OR AN APPROVED FUND OF THE ASSIGNING LENDER, THE
PROCESSING AND RECORDATION FEE SHALL BE $500 AND NONE OF THE OTHER FOREGOING
CONDITIONS SHALL APPLY) AND WITHOUT BEING SUBJECT TO THE FOREGOING CONDITIONS.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING IN THE REGISTER, FROM
AND AFTER THE EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT AND ACCEPTANCE AND
ACCEPTED BY THE ADMINISTRATIVE AGENT (WHICH EFFECTIVE DATE SHALL NOT BE ANY
EARLIER THAN THE DATE ON WHICH THE ADMINISTRATIVE AGENT SO ACCEPTS AND RECORDS
THE ASSIGNMENT AND ACCEPTANCE IN THE REGISTER), (X) THE ASSIGNEE THEREUNDER
SHALL, IN ADDITION TO ANY RIGHTS AND OBLIGATIONS HEREUNDER HELD BY IT
IMMEDIATELY PRIOR TO SUCH EFFECTIVE DATE, IF ANY, HAVE THE RIGHTS AND
OBLIGATIONS
65
HEREUNDER THAT HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, HAVE THE SAME
RIGHTS AND BENEFITS HEREUNDER AS IF IT WERE AN ORIGINAL LENDER HEREUNDER AND (Y)
THE ASSIGNING LENDER SHALL, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER
HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH
ITS RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN
THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE REMAINING PORTION
OF SUCH ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, THE
ASSIGNING LENDER SHALL CEASE TO BE A PARTY HERETO).
(C)
THE REGISTER.
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE
AS AGENT FOR THE BORROWER, SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION
13.10 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO AND ACCEPTED BY IT
AND A REGISTER (THE "REGISTER") FOR THE RECORDATION OF THE NAMES AND ADDRESSES
OF THE LENDERS AND THE TERM LOAN COMMITMENT AND REVOLVING LOAN COMMITMENT OF
EACH LENDER FROM TIME TO TIME AND WHETHER SUCH LENDER IS AN ORIGINAL LENDER OR
THE ASSIGNEE OF ANOTHER LENDER PURSUANT TO AN ASSIGNMENT AND ACCEPTANCE.
THE
ADMINISTRATIVE AGENT SHALL INCUR NO LIABILITY OF ANY KIND TO THE BORROWER, ANY
LOAN PARTY, ANY LENDER OR ANY OTHER PERSON WITH RESPECT TO ITS MAINTENANCE OF
THE REGISTER OR THE RECORDATION OF INFORMATION THEREIN.
THE ADMINISTRATIVE
AGENT WILL RENDER A MONTHLY STATEMENT OF SUCH ACCOUNTS TO THE BORROWER.
EACH
SUCH STATEMENT SHALL BE DEEMED FINAL, BINDING AND CONCLUSIVE UPON THE BORROWER
AND THE OTHER LOAN PARTIES IN ALL RESPECTS AS TO ALL MATTERS REFLECTED THEREIN
(ABSENT MANIFEST ERROR) UNLESS THE BORROWER, WITHIN THIRTY (30) DAYS AFTER THE
DATE SUCH STATEMENT IS RENDERED, DELIVERS TO THE ADMINISTRATIVE AGENT WRITTEN
NOTICE OF ANY OBJECTIONS WHICH THE BORROWER MAY HAVE TO ANY SUCH STATEMENT.
IN
THAT