ACTION
UNDER THIS AGREEMENT, (E) SUCH ASSIGNEE REPRESENTS AND WARRANTS THAT IT IS AN
ELIGIBLE ASSIGNEE; (F) SUCH ASSIGNEE APPOINTS AND AUTHORIZES THE AGENT TO TAKE
SUCH ACTION AS "AGENT" ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ARE DELEGATED TO THE AGENT BY THE
TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL
THERETO; (G) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR
TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO
BE PERFORMED BY IT AS A LENDER; AND (H) SUCH ASSIGNEE REPRESENTS AND WARRANTS
THAT IT IS LEGALLY AUTHORIZED TO ENTER INTO SUCH ASSIGNMENT AND ACCEPTANCE.
§19.3
REGISTER.
THE AGENT SHALL MAINTAIN A COPY OF EACH
ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER OR SIMILAR LIST (THE
"REGISTER") FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND
THE COMMITMENT PERCENTAGES OF, AND PRINCIPAL AMOUNT OF THE LOANS
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OWING TO THE LENDERS FROM TIME TO TIME. THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND THE BORROWER, THE AGENT AND
THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A
LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT. THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY THE BORROWER AND THE LENDERS AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
FROM AND AFTER THE
EFFECTIVE DATE, UPON EACH SUCH RECORDATION, THE ASSIGNING LENDER AGREES TO PAY
TO THE AGENT A REGISTRATION FEE IN THE SUM OF $3,500.00. THE AGENT MAY, WITHOUT
ACTION BY ANY OTHER PARTY, AMEND SCHEDULES 1 AND 1.2 HEREOF TO REFLECT THE
RECORDING OF ANY SUCH ASSIGNMENTS AND SHALL IMMEDIATELY FORWARD A COPY OF ANY
SUCH AMENDMENT TO BORROWER.
§19.4.
NEW NOTES.
UPON ITS RECEIPT OF AN ASSIGNMENT AND
ACCEPTANCE EXECUTED BY THE PARTIES TO SUCH ASSIGNMENT, TOGETHER WITH EACH NOTE
SUBJECT TO SUCH ASSIGNMENT, THE AGENT SHALL (A) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER, AND (B) GIVE PROMPT NOTICE THEREOF TO THE BORROWER AND
THE LENDERS (OTHER THAN THE ASSIGNING LENDER). WITHIN FIVE (5) BUSINESS DAYS
AFTER RECEIPT OF SUCH NOTICE, THE BORROWER, AT ITS OWN EXPENSE, SHALL EXECUTE
AND DELIVER TO THE AGENT, IN EXCHANGE FOR EACH SURRENDERED NOTE, A NEW NOTE TO
THE ORDER OF SUCH ELIGIBLE ASSIGNEE IN AN AMOUNT EQUAL TO THE AMOUNT ASSUMED BY
SUCH ELIGIBLE ASSIGNEE PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE
ASSIGNING LENDER HAS RETAINED SOME PORTION OF ITS LOANS HEREUNDER, A NEW NOTE TO
THE ORDER OF THE ASSIGNING LENDER IN AN AMOUNT EQUAL TO THE AMOUNT RETAINED BY
IT HEREUNDER. SUCH NEW NOTES SHALL PROVIDE THAT THEY ARE REPLACEMENTS FOR THE
SURRENDERED NOTES AND THAT THEY DO NOT CONSTITUTE A NOVATION, SHALL BE IN AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF THE
SURRENDERED NOTES, SHALL BE DATED THE EFFECTIVE DATE OF SUCH ASSIGNMENT