2.04(A), ANY BANK (OR
ANY BANK TOGETHER WITH ONE OR MORE OTHER BANKS) MAY ASSIGN ALL OR A PORTION OF
ITS COMMITMENT AND RELATED OUTSTANDING RIGHTS AND OBLIGATIONS HEREUNDER TO ONE
OR MORE ELIGIBLE TRANSFEREES, EACH OF WHICH ASSIGNEES SHALL BECOME A PARTY TO
THIS AGREEMENT AS A BANK BY EXECUTION OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT
AND DELIVERY OF SUCH ASSIGNMENT AND ASSUMPTION AGREEMENT TO FSA AND THE AGENT,
PROVIDED THAT (I) NEW NOTES WILL BE ISSUED TO SUCH NEW BANK IN THE STATED AMOUNT
OF ITS ASSUMED COMMITMENT AND TO THE ASSIGNING BANK IN THE STATED AMOUNT
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OF THE COMMITMENT, IF ANY, RETAINED BY IT UPON THE REQUEST OF SUCH NEW BANK OR
ASSIGNING BANK AND THE SURRENDER OF THE NOTES PREVIOUSLY ISSUED TO THE ASSIGNING
BANK (OR THE EXECUTION AND DELIVERY TO EACH RELEVANT BORROWER OF AN INDEMNITY
SATISFACTORY TO SUCH BORROWER), SUCH NEW NOTES TO BE IN CONFORMITY WITH THE
REQUIREMENTS OF SECTION 2.05 TO THE EXTENT NEEDED TO REFLECT THE REVISED
COMMITMENTS, AND (II) EXCEPT IN THE CASE OF AN ASSIGNMENT TO A BANK OR AN
AFFILIATE OF A BANK WITH THE SAME RATINGS AS THE BANK, THE AGENT AND FSA MUST
GIVE THEIR PRIOR WRITTEN CONSENT TO SUCH ASSIGNMENT (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD). TO THE EXTENT OF ANY ASSIGNMENT PURSUANT TO THIS
SECTION 12.04(B), THE ASSIGNING BANK SHALL BE RELIEVED OF ITS OBLIGATIONS
HEREUNDER WITH RESPECT TO ITS ASSIGNED COMMITMENT. AT THE TIME OF EACH
ASSIGNMENT PURSUANT TO THIS SECTION 12.04(B) TO A PERSON WHICH IS NOT ALREADY A
BANK 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 BANK SHALL, TO THE EXTENT LEGALLY ENTITLED TO DO SO, PROVIDE
TO FSA THE FORMS DESCRIBED IN SECTION 4.04(B)(II) OR 4.04(B)(IV) IN THE CASE OF
A BANK DESCRIBED IN SECTION 4.04(B)(II) OR 4.04(B)(IV), RESPECTIVELY.
(C)
UPON THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND ASSUMPTION
AGREEMENT IN ACCORDANCE WITH, AND SUBJECT TO THE RESTRICTIONS OF,
SECTION 12.04(B), AND PAYMENT OF A $3,500 ASSIGNMENT FEE TO THE AGENT BY THE
RELEVANT ASSIGNOR OR ASSIGNEE, THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO
AND, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER
CREDIT DOCUMENTS HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AND
ASSUMPTION AGREEMENT, HAVE THE RIGHTS AND OBLIGATIONS OF A "BANK" HEREUNDER AND
THEREUNDER.
(D)
ANY BANK CLAIMING ANY AMOUNTS PAYABLE PURSUANT TO SECTION 4.04
SHALL USE REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS
AND SUBJECT TO OVERALL POLICY CONSIDERATIONS OF SUCH BANK) TO DESIGNATE ANOTHER
LENDING OFFICE FOR ITS COMMITMENT OR LOANS OR TAKE SUCH OTHER ACTION TO MINIMIZE
SUCH AMOUNTS, AS MAY BE REASONABLY REQUESTED BY FSA, PROVIDED THAT SUCH
DESIGNATION IS MADE OR SUCH OTHER ACTION IS TAKEN ON SUCH TERMS THAT SUCH BANK
AND ITS LENDING OFFICE SUFFER NO ECONOMIC, LEGAL OR REGULATORY DISADVANTAGE.
(E)
NOTHING IN THIS AGREEMENT SHALL PREVENT