THE REMAINING PORTION OF A TRANSFEROR BANK'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH TRANSFEROR BANK SHALL CEASE TO BE A
PARTY HERETO).
SUCH COMMITMENT TRANSFER SUPPLEMENT SHALL BE DEEMED TO AMEND
THIS AGREEMENT TO THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE
ADDITION OF SUCH PURCHASING BANK AND THE RESULTING ADJUSTMENT OF COMMITMENTS AND
COMMITMENT PERCENTAGES ARISING FROM THE PURCHASE BY SUCH PURCHASING BANK OF A
PORTION OF THE RIGHTS AND OBLIGATIONS OF SUCH TRANSFEROR BANK UNDER THIS
AGREEMENT.
ON OR PROMPTLY AFTER THE TRANSFER EFFECTIVE DATE SPECIFIED IN SUCH
COMMITMENT TRANSFER SUPPLEMENT, THE PURCHASING BANK AND THE ADMINISTRATIVE
AGENT, ON BEHALF OF SUCH PURCHASING BANK, SHALL OPEN AND MAINTAIN IN THE NAME OF
EACH BORROWER A LOAN ACCOUNT WITH RESPECT TO SUCH PURCHASING BANK'S COMMITTED
RATE LOANS AND BID LOANS TO SUCH BORROWER.
ANYTHING CONTAINED IN THIS AGREEMENT
TO THE CONTRARY NOTWITHSTANDING, NO BANK MAY SELL ANY PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS SUBSECTION 10.5(D) TO ANY BANK OR FINANCIAL INSTITUTION
WITHOUT THE PRIOR WRITTEN CONSENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD)
OF THE BORROWERS IF, AFTER GIVING EFFECT TO SUCH SALE OR AT THE TIME OF SUCH
SALE, AS THE CASE MAY BE, (I) THE COMMITMENT OF EITHER OF THE SELLING AND
PURCHASING INSTITUTIONS WOULD BE GREATER THAN $0 BUT LESS THAN $5,000,000,
(II) THE PURCHASING BANK, TOGETHER WITH ALL OF ITS AFFILIATES, WOULD HAVE A
COMMITMENT PERCENTAGE OF MORE THAN 15% (OR, IF THE COMMITMENTS SHALL HAVE BEEN
TERMINATED, SUCH PURCHASING BANK, TOGETHER WITH ALL OF ITS AFFILIATES, WOULD
HOLD LOANS AGGREGATING TO MORE THAN 15% IN PRINCIPAL AMOUNT OF ALL OUTSTANDING
LOANS), (III) THE CREDIT RATING OF ANY PURCHASING BANK SHALL BE LESS THAN BBB+
FROM S&P OR LESS THAN BAA1 FROM MOODY'S OR SUCH PURCHASING BANK SHALL HAVE NO
CREDIT RATING OR (IV) THE PURCHASING BANK IS NOT A BANK, INSURANCE COMPANY,
OTHER FINANCIAL INSTITUTION OR AN AFFILIATE OF ANY THEREOF THAT IS ENGAGED IN
MAKING, PURCHASING, HOLDING OR INVESTING IN BANK LOANS OR SIMILAR EXTENSIONS OF
CREDIT IN THE ORDINARY COURSE OF ITS BUSINESS.
(E)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN
SUBSECTION 10.2 A COPY OF EACH LOAN ASSIGNMENT AND EACH COMMITMENT TRANSFER
SUPPLEMENT DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR THE RECORDATION
OF (I) THE NAMES AND ADDRESSES OF THE BANKS AND THE COMMITMENT OF, AND PRINCIPAL
AMOUNT OF THE LOANS (OTHER THAN NEGOTIATED RATE LOANS) OWING TO, EACH BANK FROM
TIME TO TIME, AND (II) WITH RESPECT TO EACH LOAN ASSIGNMENT DELIVERED TO THE
ADMINISTRATIVE AGENT, THE NAME AND ADDRESS OF THE LOAN ASSIGNEE
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AND THE PRINCIPAL AMOUNT OF EACH BID LOAN OWING TO SUCH LOAN ASSIGNEE.
THE
ENTRIES IN THE REGISTER SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF THE ACCURACY OF
THE INFORMATION SO RECORDED, AND THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE
BANKS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER
OF THE LOAN RECORDED THEREIN FOR ALL PURPOSES