IT WAS A LENDER; PROVIDED THAT, IN THE CASE OF SECTION 5.7,
SUCH PARTICIPANT SHALL HAVE COMPLIED WITH THE REQUIREMENTS OF SAID SECTION AND
PROVIDED, FURTHER, THAT NO PARTICIPANT SHALL BE ENTITLED TO RECEIVE ANY GREATER
AMOUNT PURSUANT TO ANY SUCH SECTION THAN THE TRANSFEROR LENDER WOULD HAVE BEEN
ENTITLED TO RECEIVE IN RESPECT OF THE AMOUNT OF THE PARTICIPATION TRANSFERRED BY
SUCH TRANSFEROR LENDER TO SUCH PARTICIPANT HAD NO SUCH TRANSFER OCCURRED.
73
ANY LENDER MAY, IN THE ORDINARY COURSE OF ITS COMMERCIAL BANKING BUSINESS AND IN
ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME AND FROM TIME TO TIME ASSIGN TO ANY
LENDER OR ANY AFFILIATE THEREOF OR, WITH THE CONSENT OF (I) THE ADMINISTRATIVE
AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) AND (II) IF NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING THE BORROWERS (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD), TO AN ADDITIONAL BANK OR FINANCIAL
INSTITUTION (AN "ASSIGNEE") ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS PURSUANT TO AN ASSIGNMENT AND
ACCEPTANCE, SUBSTANTIALLY IN THE FORM OF EXHIBIT U, WITH APPROPRIATE COMPLETIONS
(AN "ASSIGNMENT AND ACCEPTANCE"), EXECUTED BY SUCH ASSIGNEE, SUCH ASSIGNING
LENDER (AND, IN THE CASE OF AN ASSIGNEE THAT IS NOT THEN A LENDER OR AN
AFFILIATE THEREOF, BY THE ADMINISTRATIVE AGENT) AND DELIVERED TO THE
ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER. UPON SUCH
EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE DATE
DETERMINED PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, (X) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH
ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER
WITH COMMITMENTS AS SET FORTH THEREIN, AND (Y) THE ASSIGNING LENDER THEREUNDER
SHALL, TO THE EXTENT PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED
FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND
ACCEPTANCE COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNING LENDER SHALL CEASE TO BE A
PARTY HERETO).
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE LOAN PARTIES, SHALL MAINTAIN AT THE
ADDRESS OF THE ADMINISTRATIVE AGENT REFERRED TO IN SECTION 12.6 A COPY OF EACH
ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR
THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENTS
OF, AND PRINCIPAL AMOUNTS OF THE LOANS OWING TO, EACH LENDER FROM TIME TO TIME.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST
ERROR, AND THE LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY (AND,
IN THE CASE OF ANY LOAN OR OTHER OBLIGATION HEREUNDER NOT EVIDENCED BY A NOTE,
SHALL) TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF
A LOAN OR OTHER OBLIGATION HEREUNDER AS THE OWNER THEREOF FOR ALL PURPOSES OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, NOTWITHSTANDING ANY NOTICE TO THE
CONTRARY.