CONDITION OF ANY LOAN PARTY OR THE PERFORMANCE OR OBSERVANCE BY
ANY LOAN PARTY OF ANY OF ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO; (III) SUCH ASSIGNEE CONFIRMS
THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH COPIES OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.01 AND SUCH OTHER DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO SUCH
98
ASSIGNMENT AND ACCEPTANCE; (IV) SUCH ASSIGNEE WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON ANY AGENT, SUCH ASSIGNING LENDER OR ANY OTHER LENDER AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT; (V) SUCH ASSIGNEE CONFIRMS 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 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.
(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 LENDERS AND THE TERM LOAN
COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE TERM LOAN ADVANCES 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 THE
BORROWERS, THE AGENTS AND THE LENDERS SHALL 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 BORROWERS OR
ANY AGENT OR ANY LENDER 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 TERM LOAN ADVANCES (INCLUDING THE NOTES
EVIDENCING SUCH TERM LOAN ADVANCES) ARE REGISTERED OBLIGATIONS AND THE RIGHT,
TITLE, AND INTEREST OF THE LENDERS AND THEIR ASSIGNEES IN AND TO SUCH TERM LOAN
ADVANCES SHALL BE TRANSFERABLE ONLY UPON NOTATION OF SUCH TRANSFER IN THE
REGISTER.
A NOTE SHALL ONLY EVIDENCE THE LENDER'S OR AN ASSIGNEE'S RIGHT TITLE
AND INTEREST IN AND TO THE RELATED TERM LOAN 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 TERM LOAN ADVANCES ARE AT ALL TIMES MAINTAINED IN
"REGISTERED FORM" WITHIN THE