GE CAPITAL IS EITHER AN ASSIGNEE OR ASSIGNOR
THEREUNDER, THEN, SO
59
LONG AS GE CAPITAL IS A CO-ADMINISTRATIVE AGENT HEREUNDER, NO SUCH ASSIGNMENT
FEE SHALL BE DUE AND OWING IN CONNECTION WITH SUCH ASSIGNMENT.
UPON RECEIPT OF
ALL THE FOREGOING, AND CONDITIONED UPON SUCH RECEIPT AND, IF SUCH ASSIGNMENT IS
NOT A LENDER GROUP ASSIGNMENT, UPON AGENT (AND BORROWER, IF APPLICABLE)
CONSENTING TO SUCH ASSIGNMENT (IF REQUIRED), FROM AND AFTER THE EFFECTIVE DATE
SPECIFIED IN SUCH ASSIGNMENT, AGENT SHALL RECORD OR CAUSE TO BE RECORDED IN THE
REGISTER THE INFORMATION CONTAINED IN SUCH ASSIGNMENT.
SUBJECT TO THE RECORDING
OF AN ASSIGNMENT BY AGENT IN THE REGISTER PURSUANT TO SECTION 1.7(B), (I) THE
ASSIGNEE THEREUNDER SHALL BECOME A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS
AND OBLIGATIONS UNDER THE LOAN DOCUMENTS HAVE BEEN ASSIGNED TO SUCH ASSIGNEE
PURSUANT TO SUCH ASSIGNMENT, SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER,
(II) ANY APPLICABLE NOTE SHALL BE TRANSFERRED TO SUCH ASSIGNEE THROUGH SUCH
ENTRY AND (III) THE ASSIGNOR THEREUNDER SHALL, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH
ASSIGNMENT, RELINQUISH ITS RIGHTS (EXCEPT FOR THOSE SURVIVING THE TERMINATION OF
THE COMMITMENTS AND THE PAYMENT IN FULL OF THE OBLIGATIONS) AND BE RELEASED FROM
ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, OTHER THAN THOSE RELATING TO EVENTS OR
CIRCUMSTANCES OCCURRING PRIOR TO SUCH ASSIGNMENT (AND, IN THE CASE OF AN
ASSIGNMENT COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO).
BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT ANY ASSIGNMENT SHALL GIVE
RISE TO A DIRECT OBLIGATION OF BORROWER TO THE ASSIGNEE AND THAT THE ASSIGNEE
SHALL BE CONSIDERED TO BE A "LENDER."
IN ALL INSTANCES, EACH LENDER'S LIABILITY
TO MAKE LOANS HEREUNDER SHALL BE SEVERAL AND NOT JOINT AND SHALL BE LIMITED TO
SUCH LENDER'S PRO RATA SHARE OF THE APPLICABLE COMMITMENT.
IN THE EVENT AGENT
OR ANY LENDER ASSIGNS OR OTHERWISE TRANSFERS ALL OR ANY PART OF THE OBLIGATIONS,
AGENT OR ANY SUCH LENDER SHALL SO NOTIFY BORROWER AND BORROWER SHALL, UPON THE
REQUEST OF AGENT OR SUCH LENDER, EXECUTE NEW NOTES IN EXCHANGE FOR THE NOTES, IF
ANY, BEING ASSIGNED.
(B)
ANY PARTICIPATION BY A LENDER OF ALL OR ANY
PART OF ITS COMMITMENTS SHALL BE MADE WITH THE UNDERSTANDING THAT ALL AMOUNTS
PAYABLE BY BORROWER HEREUNDER SHALL BE DETERMINED AS IF THAT LENDER HAD NOT SOLD
SUCH PARTICIPATION, AND THAT THE HOLDER OF ANY SUCH PARTICIPATION SHALL NOT BE
ENTITLED TO REQUIRE SUCH LENDER TO TAKE OR OMIT TO TAKE ANY ACTION HEREUNDER
EXCEPT ACTIONS DIRECTLY AFFECTING (I) ANY REDUCTION IN THE PRINCIPAL AMOUNT OF,
OR INTEREST RATE OR FEES PAYABLE WITH RESPECT TO, ANY LOAN IN WHICH SUCH HOLDER
PARTICIPATES, (II) ANY EXTENSION OF THE SCHEDULED AMORTIZATION OF THE PRINCIPAL
AMOUNT OF ANY LOAN IN WHICH SUCH HOLDER PARTICIPATES OR THE FINAL MATURITY DATE
THEREOF, AND (III) ANY RELEASE OF ALL