THAT IT IS AN ELIGIBLE ASSIGNEE; (VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES EACH
AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND
DISCRETION UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO SUCH AGENT BY THE TERMS
HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY
INCIDENTAL THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT
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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 OR
ISSUING BANK, AS THE CASE MAY BE.
(D)
THE ADMINISTRATIVE AGENT ACTING FOR THIS PURPOSE (BUT ONLY FOR
THIS PURPOSE) AS THE AGENT OF THE BORROWERS, SHALL MAINTAIN AT ITS ADDRESS
REFERRED TO IN SECTION 8.02 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED
TO AND ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND
ADDRESSES OF THE LENDER PARTIES AND THE COMMITMENT UNDER EACH FACILITY OF, AND
PRINCIPAL AMOUNT OF THE ADVANCES OWING UNDER EACH FACILITY TO, EACH LENDER PARTY
FROM TIME TO TIME (THE "REGISTER"). THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWERS, THE AGENTS AND THE LENDER PARTIES SHALL TREAT EACH PERSON WHOSE NAME
IS RECORDED IN THE REGISTER AS A LENDER PARTY HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS OR
ANY AGENT OR ANY LENDER PARTY AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN CLAUSE (B)
ABOVE, THE ADVANCES (INCLUDING THE NOTES EVIDENCING SUCH ADVANCES) ARE
REGISTERED OBLIGATIONS AND THE RIGHT, TITLE, AND INTEREST OF THE LENDER PARTIES
AND THEIR ASSIGNEES IN AND TO SUCH ADVANCES SHALL BE TRANSFERABLE ONLY UPON
NOTATION OF SUCH TRANSFER IN THE REGISTER. A NOTE SHALL ONLY EVIDENCE THE LENDER
PARTY'S OR AN ASSIGNEE'S RIGHT TITLE AND INTEREST IN AND TO THE RELATED ADVANCE,
AND IN NO EVENT IS ANY SUCH NOTE TO BE CONSIDERED A BEARER INSTRUMENT OR
OBLIGATION. THIS SECTION 8.07 SHALL BE CONSTRUED SO THAT THE ADVANCES ARE AT ALL
TIMES MAINTAINED IN "REGISTERED FORM" WITHIN THE MEANING OF SECTIONS 163(F),
871(H)(2) AND 881(C)(2) OF THE INTERNAL REVENUE CODE AND ANY RELATED REGULATIONS
(OR ANY SUCCESSOR PROVISIONS OF THE INTERNAL REVENUE CODE OR SUCH REGULATIONS).
SOLELY FOR PURPOSES OF THIS AND FOR TAX PURPOSES ONLY, THE ADMINISTRATIVE AGENT
SHALL ACT AS THE BORROWERS' AGENT FOR PURPOSES OF MAINTAINING SUCH NOTATIONS OF
TRANSFER IN THE REGISTER.
(F)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN
ASSIGNING LENDER PARTY AND AN ASSIGNEE, TOGETHER WITH ANY NOTE OR NOTES SUBJECT
TO SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL, IF SUCH ASSIGNMENT AND
ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT C
HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE