RECORDING.
UPON SUCH EXECUTION AND DELIVERY, FROM AND AFTER THE TRANSFER
EFFECTIVE DATE DETERMINED PURSUANT TO SUCH MODIFIED COMMITMENT TRANSFER
SUPPLEMENT, (I) PURCHASING CLO THEREUNDER SHALL BE A PARTY HERETO AND, TO THE
EXTENT PROVIDED IN SUCH MODIFIED COMMITMENT TRANSFER SUPPLEMENT, HAVE THE RIGHTS
AND OBLIGATIONS OF A LENDER THEREUNDER AND (II) THE TRANSFEROR LENDER THEREUNDER
SHALL, TO THE EXTENT PROVIDED IN SUCH MODIFIED COMMITMENT TRANSFER SUPPLEMENT,
BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE MODIFIED COMMITMENT
TRANSFER SUPPLEMENT CREATING A NOVATION FOR THAT PURPOSE.
SUCH MODIFIED
COMMITMENT TRANSFER SUPPLEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT TO THE
EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF SUCH
PURCHASING CLO.
EACH BORROWER HEREBY CONSENTS TO THE ADDITION OF SUCH
PURCHASING CLO.
BORROWERS SHALL EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AND
DO SUCH FURTHER ACTS AND THINGS IN ORDER TO EFFECTUATE THE FOREGOING.
(E)
AGENT SHALL MAINTAIN AT ITS ADDRESS A COPY OF EACH COMMITMENT
TRANSFER SUPPLEMENT AND MODIFIED COMMITMENT TRANSFER SUPPLEMENT DELIVERED TO IT
AND A REGISTER (THE "REGISTER") FOR THE RECORDATION OF THE NAMES AND ADDRESSES
OF EACH LENDER AND THE OUTSTANDING PRINCIPAL, ACCRUED AND UNPAID INTEREST AND
OTHER FEES DUE HEREUNDER.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN
THE ABSENCE OF MANIFEST ERROR, AND EACH BORROWER, AGENT AND LENDERS MAY TREAT
EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF THE ADVANCE
RECORDED THEREIN FOR THE PURPOSES OF THIS AGREEMENT.
THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY BORROWING AGENT OR ANY LENDER AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
AGENT SHALL RECEIVE A FEE
IN THE AMOUNT OF $3,500 PAYABLE BY THE APPLICABLE PURCHASING LENDER AND/OR
PURCHASING CLO UPON THE EFFECTIVE DATE OF EACH TRANSFER OR ASSIGNMENT (OTHER
THAN TO AN INTERMEDIATE PURCHASER) TO SUCH PURCHASING LENDER AND/OR PURCHASING
CLO.
(F)
EACH BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY
TRANSFEREE AND ANY PROSPECTIVE TRANSFEREE ANY AND ALL FINANCIAL INFORMATION IN
SUCH LENDER'S POSSESSION CONCERNING SUCH BORROWER WHICH HAS BEEN DELIVERED TO
SUCH LENDER BY OR ON BEHALF OF SUCH BORROWER PURSUANT TO THIS AGREEMENT OR IN
CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF SUCH BORROWER.
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16.4.
APPLICATION OF PAYMENTS.
AGENT SHALL HAVE THE CONTINUING AND
EXCLUSIVE RIGHT TO APPLY OR REVERSE AND RE-APPLY ANY PAYMENT AND ANY AND ALL
PROCEEDS OF COLLATERAL TO ANY PORTION OF THE OBLIGATIONS.
TO THE EXTENT THAT
ANY BORROWER MAKES A PAYMENT OR AGENT OR ANY LENDER RECEIVES ANY PAYMENT OR
PROCEEDS OF THE COLLATERAL FOR ANY BORROWER'S BENEFIT, WHICH ARE SUBSEQUENTLY
INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE OR REQUIRED TO
BE REPAID TO A TRUSTEE, DEBTOR IN POSSESSION, RECEIVER, CUSTODIAN OR ANY OTHER
PARTY UNDER ANY BANKRUPTCY LAW, COMMON LAW OR EQUITABLE CAUSE, THEN, TO SUCH
EXTENT, THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE
REVIVED AND CONTINUE AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY
AGENT OR SUCH LENDER.
16.5.
INDEMNITY.