OF THE LOAN OWING TO,
EACH LENDER FROM TIME TO TIME (THE "REGISTER"). THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWER, THE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED
IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT. THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY LENDER AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND
ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE REPRESENTING THAT IT
IS AN ELIGIBLE ASSIGNEE, TOGETHER WITH ANY NOTE OR NOTES SUBJECT TO SUCH
ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE
HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO, (I)
ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE BORROWER.
WITHIN FIVE BUSINESS DAYS AFTER ITS RECEIPT OF SUCH NOTICE, THE BORROWER, AT ITS
OWN EXPENSE, SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT IN EXCHANGE
FOR ANY SURRENDERED NOTES NEW NOTES TO THE ORDER OF SUCH ELIGIBLE ASSIGNEE EACH
IN AN AMOUNT EQUAL TO THE PORTION OF SUCH SURRENDERED NOTE ASSUMED BY SUCH
ELIGIBLE ASSIGNEE PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE
ASSIGNING LENDER HAS RETAINED A PORTION OF SUCH SURRENDERED NOTE, A NEW NOTE TO
THE ORDER OF THE ASSIGNING LENDER IN AN AMOUNT EQUAL TO SUCH RETAINED PORTION
AND SUCH OLD NOTE SHALL BE RETURNED TO THE BORROWER MARKED "CANCELLED". SUCH NEW
NOTE OR NOTES SHALL BE DATED THE EFFECTIVE DATE OF SUCH ASSIGNMENT AND
ACCEPTANCE AND SHALL OTHERWISE BE IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE
OR MORE ELIGIBLE ASSIGNEES IN OR TO ALL OR A PORTION OF THE LOAN OWING TO IT AND
THE NOTE OR NOTES HELD BY 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) SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH NOTE FOR
ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (IV) THE BORROWER,
EACH AGENT AND THE OTHER LENDERS
35
SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH
SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND (V) EACH SUCH PARTICIPATION SHALL BE IN A MINIMUM AMOUNT OF
$5,000,000 (UNLESS OTHERWISE AGREED TO BY THE BORROWER).
(F)
ANY LENDER MAY, IN CONNECTION WITH ANY
ASSIGNMENT OR PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO
THIS SECTION 8.7, DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE
OR PARTICIPANT, ANY INFORMATION RELATING TO THE BORROWER FURNISHED TO SUCH
LENDER BY OR ON BEHALF OF THE BORROWER; PROVIDED THAT, PRIOR TO ANY SUCH
DISCLOSURE, THE ASSIGNEE OR PARTICIPANT