made through
Administrative Agent, Borrower shall issue appropriate Notes upon request to the
assignor and the assignee, reflecting such Assignment and Acceptance.
If the
assignee is not incorporated under the laws of the United States of America or a
state thereof, then it shall deliver to Borrower and Administrative Agent
certification as to exemption from deduction or withholding of Taxes in
accordance with Section 4.6(d).
(C)
ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION
14.3 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE AGREEMENT DELIVERED TO AND
ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF
LENDERS AND THE COMMITMENT, AND PRINCIPAL AMOUNT OF THE BORROWINGS OWING TO,
EACH LENDER FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND
BORROWER, ADMINISTRATIVE AGENT AND LENDERS MAY TREAT EACH.
PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THE LOAN
DOCUMENTS.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY BORROWER OR ANY
LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
UPON THE CONSUMMATION OF ANY ASSIGNMENT IN ACCORDANCE WITH THIS SECTION
14.13, SCHEDULE 2.1 SHALL AUTOMATICALLY BE DEEMED AMENDED (TO THE EXTENT
REQUIRED) BY ADMINISTRATIVE AGENT TO REFLECT THE NAME, ADDRESS, AND RESPECTIVE
COMMITTED SUMS OF THE ASSIGNOR AND ASSIGNEE.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE AGREEMENT EXECUTED BY THE
PARTIES THERETO, TOGETHER WITH ANY NOTES, IF ANY, SUBJECT TO SUCH ASSIGNMENT AND
PAYMENT OF THE PROCESSING FEE, ADMINISTRATIVE AGENT SHALL, IF SUCH ASSIGNMENT
AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT F
HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AGREEMENT, (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER, AND (III) GIVE PROMPT NOTICE
THEREOF TO THE PARTIES THERETO.
(E)
SUBJECT TO THE PROVISIONS OF THIS SECTION AND IN ACCORDANCE WITH
APPLICABLE LAW, ANY LENDER MAY, IN THE ORDINARY COURSE OF ITS COMMERCIAL BANKING
BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME SELL TO ONE OR MORE
PERSONS (EACH A "PARTICIPANT") PARTICIPATING INTERESTS IN ITS PORTION OF THE
OBLIGATION.
IN THE EVENT OF ANY SUCH SALE TO A PARTICIPANT, (I) SUCH LENDER
SHALL REMAIN A "LENDER" UNDER THIS AGREEMENT AND THE PARTICIPANT SHALL NOT
CONSTITUTE A "LENDER" HEREUNDER, (II) SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (III) SUCH LENDER SHALL REMAIN SOLELY
RESPONSIBLE FOR THE PERFORMANCE THEREOF, (IV) SUCH LENDER SHALL REMAIN THE
HOLDER OF ITS SHARE OF THE PRINCIPAL DEBT FOR ALL PURPOSES UNDER THIS AGREEMENT,
(V) BORROWER AND ADMINISTRATIVE AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER
THE LOAN DOCUMENTS, AND (VI) SUCH LENDER SHALL BE SOLELY RESPONSIBLE FOR ANY
WITHHOLDING TAXES OR ANY FLING OR REPORTING REQUIREMENTS RELATING TO SUCH
PARTICIPATION AND SHALL HOLD BORROWER AND ADMINISTRATIVE AGENT AND THEIR
RESPECTIVE SUCCESSORS, PERMITTED ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, AND