SUCH CASE SHALL RETAIN ITS RIGHTS
HEREUNDER IN RESPECT OF ANY LOANS SO RETAINED UNTIL SUCH LOANS HAVE BEEN REPAID
IN FULL IN ACCORDANCE WITH THIS AGREEMENT.
(C)
THE 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 ASSUMPTION
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 IN THE ABSENCE OF MANIFEST ERROR,
AND THE BORROWER, THE 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.
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.
(D)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION 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 AND, IF REQUIRED, THE WRITTEN CONSENT OF THE BORROWER AND
THE AGENT TO SUCH ASSIGNMENT, THE AGENT SHALL (I) ACCEPT SUCH ASSIGNMENT AND
ASSUMPTION AND (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER.
(E)
(I)
EACH LENDER MAY, WITHOUT THE CONSENT OF THE BORROWER OR THE AGENT,
SELL TO ANY PERSON (OTHER THAN THE BORROWER) THAT SHALL HAVE REPRESENTED TO SUCH
LENDER THAT SUCH PERSON IS NOT (A) AN AFFILIATE OF THE BORROWER OR (B) AN
INVESTMENT MANAGER, ANY INVESTMENT COMPANY OR ANY SIMILAR ENTITY THAT, IN EACH
CASE, IS MANAGED OR ADVISED BY THE BORROWER OR AN AFFILIATE OF THE BORROWER,
PARTICIPATIONS 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 THAT (X) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL
REMAIN UNCHANGED, (Y) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER
PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS AND (Z) THE BORROWER, THE
AGENT AND THE OTHER LENDERS SHALL CONTINUE TO
80
DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, AND SUCH LENDER SHALL RETAIN THE
SOLE RIGHT TO ENFORCE THE OBLIGATIONS OF THE BORROWER RELATING TO THE LOANS AND
TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT; PROVIDED HOWEVER THAT THE AGREEMENT OR INSTRUMENT PURSUANT TO WHICH
SUCH LENDER SELLS A PARTICIPATION MAY PROVIDE THAT SUCH LENDER WILL NOT, WITHOUT
THE CONSENT OF THE PARTICIPANT, AGREE TO ANY AMENDMENT, MODIFICATION OR WAIVER
DESCRIBED IN THE FIRST PROVISO TO SECTION 9.08(B) OR IN SECTION 9.08A.
A
PARTICIPANT SHALL BE ENTITLED TO THE