TOGETHER WITH COPIES OF
THE MOST RECENT FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.05(A) OR DELIVERED
PURSUANT TO SECTION 5.04 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS
DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO
SUCH ASSIGNMENT AND ACCEPTANCE, (V) SUCH ASSIGNEE WILL INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE ADMINISTRATIVE AGENT, THE COLLATERAL 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, (VI) SUCH ASSIGNEE APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO TAKE SUCH
ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT
AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT,
RESPECTIVELY, BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO, (VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL THE OBLIGATIONS WHICH BY THE TERMS OF THIS
AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER, AND (VIII) TO THE
EXTENT APPLICABLE, SUCH ASSIGNEE IS AN ELIGIBLE ASSIGNEE AND DOES NOT CONSTITUTE
A DISQUALIFIED INSTITUTION.
(D)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES 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 ANY CHANGES THERETO, WHETHER BY
ASSIGNMENT OR OTHERWISE, AND THE COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE
LOANS (AND RELATED INTEREST AMOUNT AND FEES WITH RESPECT TO SUCH LOAN) OWING AND
PAID TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, ABSENT MANIFEST
EFFORT AND THE BORROWER, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK, THE
COLLATERAL 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 LENDERS 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, AND THE WRITTEN CONSENT
OF THE ADMINISTRATIVE AGENT, THE BORROWER AND THE ISSUING BANKS TO SUCH
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ASSIGNMENT (IN EACH CASE TO THE EXTENT REQUIRED PURSUANT TO PARAGRAPH (B) ABOVE)
AND ANY APPLICABLE TAX FORMS REQUIRED BY SECTION 2.20(E) OR (F), AS APPLICABLE,
THE ADMINISTRATIVE AGENT SHALL (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AND
(II) PROMPTLY RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER. NO