OF $3,500.
UPON SUCH EXECUTION, DELIVERY, AND
PAYMENT AND UPON THE SATISFACTION OF THE CONDITIONS SET OUT IN SUCH ASSIGNMENT
AND ACCEPTANCE, THEN (1) BORROWER SHALL ISSUE NEW NOTES TO SUCH ASSIGNOR AND
ASSIGNEE UPON RETURN OF THE OLD NOTES TO BORROWER, AND (2) AS OF THE "SETTLEMENT
DATE" SPECIFIED IN SUCH ASSIGNMENT AND ACCEPTANCE THE ASSIGNEE THEREUNDER SHALL
BE A PARTY HERETO AND A LENDER HEREUNDER AND AGENT SHALL THEREUPON DELIVER TO
BORROWER AND EACH LENDER A SCHEDULE SHOWING THE REVISED PERCENTAGE SHARES OF
SUCH ASSIGNOR LENDER AND SUCH ASSIGNEE LENDER AND THE PERCENTAGE SHARES OF ALL
OTHER LENDERS.
(III)
EACH ASSIGNEE LENDER WHICH IS NOT A UNITED STATES PERSON (AS SUCH
TERM IS DEFINED IN SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE) FOR FEDERAL
INCOME TAX PURPOSES, SHALL (TO THE EXTENT IT HAS NOT ALREADY DONE SO) PROVIDE
AGENT AND BORROWER WITH THE "PRESCRIBED FORMS" REFERRED TO IN SECTION 3.6(D).
(IV)
UNLESS THE ASSIGNEE IS AN AFFILIATE OF THE ASSIGNOR, SUCH
ASSIGNMENT SHALL NOT BE EFFECTIVE UNLESS CONSENTED TO IN WRITING BY AGENT AND,
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, BORROWER (SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
(D)
NOTHING CONTAINED IN THIS SECTION SHALL PREVENT OR PROHIBIT ANY
LENDER FROM ASSIGNING OR PLEDGING ALL OR ANY PORTION OF ITS LOANS AND NOTES TO
ANY FEDERAL RESERVE BANK AS COLLATERAL SECURITY PURSUANT TO REGULATION A OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND ANY OPERATING CIRCULAR
ISSUED BY SUCH FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH ASSIGNMENT OR PLEDGE
SHALL RELIEVE SUCH LENDER FROM ITS OBLIGATIONS HEREUNDER.
(E)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, EACH
ASSIGNEE LENDER THEREUNDER WILL BE CONFIRMING TO AND AGREEING WITH BORROWER,
AGENT AND EACH OTHER LENDER PARTY THAT SUCH ASSIGNEE UNDERSTANDS AND AGREES TO
THE TERMS HEREOF, INCLUDING ARTICLE IX HEREOF.
(F)
AGENT SHALL MAINTAIN A COPY OF EACH ASSIGNMENT AND ACCEPTANCE AND
A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF LENDERS AND THE
PERCENTAGE SHARES OF, AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER
FROM TIME TO TIME (IN THIS SECTION CALLED THE "REGISTER").
THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND BORROWER AND
EACH LENDER PARTY MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER
AS A LENDER HEREUNDER FOR ALL PURPOSES.
THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY BORROWER OR ANY LENDER PARTY AT ANY REASONABLE TIME AND FROM TIME
TO TIME UPON REASONABLE PRIOR NOTICE.
AGENT SHALL ACT AS AGENT OF BORROWER
SOLELY FOR PURPOSES OF MAINTAINING THE REGISTER AS SET FORTH IN THIS SECTION
10.5(F).
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Section 10.6
Confidentiality.
Each Lending Party agrees to keep
confidential any information furnished or made available to it by any Restricted
Person pursuant to this Agreement that is financial information, information in
connection with a proposed transaction, or information marked confidential;
provided that nothing herein shall prevent any Lending Party from disclosing
such information