OCCURS AT ANY TIME WHEN ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING.
(D)
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF THE BORROWER, MAINTAIN AT ITS
ADDRESS REFERRED TO IN SECTION 9.2 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE
DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR THE RECORDATION OF THE NAMES
AND ADDRESSES OF THE LENDERS AND THE REVOLVING CREDIT COMMITMENT OF, AND
PRINCIPAL AMOUNT OF THE REVOLVING EXTENSIONS OF CREDIT AND TRANCHE C TERM LOANS
OWING TO, EACH LENDER FROM TIME TO TIME.
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS THE OWNER OF THE REVOLVING EXTENSIONS OF CREDIT,
TRANCHE C TERM LOANS AND ANY NOTES EVIDENCING THE LOANS RECORDED THEREIN FOR ALL
PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT OF ANY LOAN, WHETHER OR NOT
EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON APPROPRIATE ENTRIES WITH
RESPECT THERETO BEING MADE IN THE REGISTER (AND EACH NOTE SHALL EXPRESSLY SO
PROVIDE).
ANY ASSIGNMENT OR TRANSFER OF ALL OR PART OF A LOAN EVIDENCED BY A
NOTE SHALL BE REGISTERED ON THE REGISTER ONLY UPON SURRENDER FOR REGISTRATION OF
ASSIGNMENT OR TRANSFER OF THE NOTE EVIDENCING SUCH LOAN, ACCOMPANIED BY A DULY
EXECUTED ASSIGNMENT AND ACCEPTANCE; THEREUPON ONE OR MORE NEW NOTES IN THE SAME
AGGREGATE PRINCIPAL AMOUNT SHALL BE ISSUED TO THE DESIGNATED ASSIGNEE (TO THE
EXTENT REQUESTED BY SUCH DESIGNATED ASSIGNEE), AND THE OLD NOTES SHALL BE
RETURNED BY THE ADMINISTRATIVE AGENT TO THE BORROWER MARKED "CANCELED".
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY LENDER (WITH
RESPECT TO ANY ENTRY RELATING TO SUCH LENDER'S REVOLVING EXTENSIONS OF CREDIT
AND TRANCHE C TERM LOANS) 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 ASSIGNOR
AND AN ASSIGNEE (AND, IN ANY CASE WHERE THE CONSENT OF ANY OTHER PERSON IS
REQUIRED BY SECTION 9.6(C), BY EACH SUCH OTHER PERSON) TOGETHER WITH PAYMENT TO
THE ADMINISTRATIVE AGENT OF A REGISTRATION AND PROCESSING FEE OF $3,500 PAYABLE
BY THE ASSIGNEE THEREOF (TREATING MULTIPLE, SIMULTANEOUS ASSIGNMENTS BY OR TO
TWO OR MORE APPROVED FUNDS AS A SINGLE ASSIGNMENT) (EXCEPT THAT NO SUCH
REGISTRATION AND PROCESSING FEE SHALL BE PAYABLE IN THE CASE OF AN ASSIGNEE
WHICH IS
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AN AFFILIATE OR APPROVED FUND OF SUCH LENDER, OR A PERSON UNDER COMMON
MANAGEMENT WITH SUCH LENDER), THE ADMINISTRATIVE AGENT SHALL (I) PROMPTLY ACCEPT
SUCH ASSIGNMENT AND ACCEPTANCE AND (II) ON THE EFFECTIVE DATE DETERMINED
PURSUANT THERETO RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND
GIVE NOTICE OF SUCH ACCEPTANCE AND RECORDATION TO THE BORROWER.
ON OR PRIOR TO
SUCH EFFECTIVE DATE, THE BORROWER AT ITS OWN EXPENSE, UPON REQUEST, SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT (IN EXCHANGE FOR THE NOTES OF
THE ASSIGNING LENDER) A NEW NOTE TO