IN REFERRED TO IN SECTION 10.01 A
COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENT OF,
AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER PURSUANT TO THE TERMS
HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE AND THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT
EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF
AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE
TO THE CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER
AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE
PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF, AND CONSENT TO, A DULY COMPLETED ASSIGNMENT AND
ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, AN ADMINISTRATIVE
QUESTIONNAIRE COMPLETED IN RESPECT OF THE ASSIGNEE (UNLESS THE ASSIGNEE SHALL
ALREADY BE A LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO
IN PARAGRAPH (B) ABOVE, IF APPLICABLE, THE WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT AND THE BORROWER TO SUCH ASSIGNMENT (IN EACH CASE TO THE EXTENT REQUIRED
PURSUANT TO PARAGRAPH (B) ABOVE), ANY APPLICABLE TAX FORMS, AND THE DELIVERY TO
THE ADMINISTRATIVE AGENT OF ANY PROMISSORY NOTE (IF ANY) ISSUED PURSUANT TO
SECTION 2.04(E) MARKED "CANCELLED", THE ADMINISTRATIVE AGENT SHALL (I) ACCEPT
SUCH ASSIGNMENT AND ACCEPTANCE AND
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(II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER. NO ASSIGNMENT
SHALL BE EFFECTIVE UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN
THIS PARAGRAPH (E).
(F)
EACH LENDER MAY WITHOUT THE CONSENT OF THE BORROWER OR THE ADMINISTRATIVE
AGENT SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER PERSONS IN ALL OR A
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A
PORTION OF ITS COMMITMENT AND THE LOANS OWING TO IT); PROVIDED, HOWEVER, THAT
(I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED,
(II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR
THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE PARTICIPATING BANKS OR OTHER
PERSONS SHALL BE ENTITLED TO THE BENEFIT OF THE COST PROTECTION PROVISIONS
CONTAINED IN SECTIONS 2.14, 2.16 AND 2.20 TO THE SAME EXTENT AS IF THEY WERE
LENDERS (BUT, WITH RESPECT TO ANY PARTICULAR PARTICIPANT, TO NO GREATER EXTENT
THAN THE LENDER THAT SOLD THE PARTICIPATION TO SUCH PARTICIPANT), (IV) SUCH
LENDER SHALL MAINTAIN A REGISTER SUBSTANTIALLY IN THE FORM DESCRIBED IN SECTION
10.04(D) (THE "PARTICIPANT REGISTER"), (V) IF SUCH LENDER IS A FOREIGN LENDER,
SUCH LENDER SHALL COLLECT FROM EACH PARTICIPATING BANK OR OTHER PERSONS, PRIOR
TO THE TIME SUCH PARTICIPATING BANK OR OTHER PERSONS RECEIVE PAYMENTS WITH
RESPECT TO SUCH PARTICIPATION, THE APPROPRIATE FORMS, CERTIFICATES AND
STATEMENTS DESCRIBED IN SECTION 2.20 AS IF SUCH PARTICIPATING BANKS OR OTHER
PERSONS WERE A LENDER UNDER SECTION 2.20,
AND (VI) THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL CONTINUE TO