TERMS
THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND
(VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS
ALL THE OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER.
48
(D)
THE ADMINISTRATIVE AGENT 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 THE COMMITMENTS OF,
AND THE PRINCIPAL AMOUNT OF OUTSTANDING CREDITS OWING TO, EACH LENDER PURSUANT
TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR 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 EACH PARTY HERETO, AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE; PROVIDED,
HOWEVER THAT EACH LENDER MAY INSPECT ONLY THOSE ENTRIES RELATED TO SUCH LENDER.
(E)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE PROCESSING AND RECORDATION
FEE REFERRED TO IN SUBSECTION (B) ABOVE AND, IF REQUIRED, THE WRITTEN CONSENT OF
THE BORROWER, THE ADMINISTRATIVE AGENT TO SUCH ASSIGNMENT, THE ADMINISTRATIVE
AGENT SHALL (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AND (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER.
(F)
EACH LENDER MAY WITHOUT THE CONSENT OF THE BORROWER OR THE
ADMINISTRATIVE AGENT SELL PARTICIPATIONS TO ONE OR MORE BANKS OR ENTITIES (OTHER
THAN THE BORROWER, THE BORROWER'S AFFILIATES, THE BORROWER'S SUBSIDIARIES OR ANY
NATURAL PERSON) IN ALL OR A PORTION OF ITS RIGHTS AND/OR OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE OUTSTANDING
CREDITS 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 TO THIS AGREEMENT FOR THE PERFORMANCE OF
SUCH OBLIGATIONS, (III) EACH PARTICIPATING BANK OR OTHER ENTITY SHALL BE
ENTITLED TO THE BENEFIT OF THE COST PROTECTION PROVISIONS CONTAINED IN SECTIONS
2.11 AND 8.05 AND OF THE TAX PROVISION CONTAINED IN SECTION 2.16 TO THE SAME
EXTENT AS IF IT WERE THE SELLING LENDER (AND LIMITED TO THE AMOUNT THAT COULD
HAVE BEEN CLAIMED BY THE SELLING LENDER HAD IT CONTINUED TO HOLD THE INTEREST OF
SUCH PARTICIPATING BANK OR OTHER ENTITY, UNLESS THE SALE OF THE PARTICIPATION IS
MADE WITH THE BORROWER'S PRIOR WRITTEN CONSENT), EXCEPT THAT ALL CLAIMS MADE
PURSUANT TO SUCH SECTIONS SHALL BE MADE THROUGH SUCH SELLING LENDER, (IV) IF A
PARTICIPANT WOULD BE A NON-U.S. PAYEE IF IT WERE A LENDER, SUCH PARTICIPANT
SHALL NOT BE ENTITLED TO THE BENEFITS OF SECTION 2.16 UNLESS THE BORROWER IS
NOTIFIED OF THE PARTICIPATION SOLD