OR DOCUMENT FURNISHED PURSUANT HERETO;
(III) SUCH
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ASSIGNEE REPRESENTS AND WARRANTS THAT IT IS LEGALLY AUTHORIZED TO ENTER INTO
SUCH ASSIGNMENT AND ACCEPTANCE; (IV) SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED
A COPY OF THIS AGREEMENT, TOGETHER WITH COPIES OF THE MOST RECENT FINANCIAL
STATEMENTS, IF ANY, DELIVERED PURSUANT TO SECTION 5.01 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 EITHER 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 EACH AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO SUCH AGENT 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) SCHEDULE 2.01 SHALL BE DEEMED TO BE
AMENDED TO REFLECT THE ASSIGNING LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER
AFTER GIVING EFFECT THERETO.
(D)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF
THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE CITY OF NEW YORK 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 COMMITMENT OF,
AND PRINCIPAL AMOUNT OF THE LOANS AND LC DISBURSEMENTS, AND PARTICIPATIONS IN
SWINGLINE LOANS, OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO
TIME (THE "REGISTER"). EXCEPT TO THE EXTENT INCONSISTENT WITH SECTION 2.07(D),
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND THE BORROWER, THE AGENTS,
THE ISSUING BANK 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, THE ISSUING BANK AND ANY LENDER, AT
ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF 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 AND, IF REQUIRED, THE WRITTEN CONSENT OF THE BORROWER, THE
ISSUING BANK, THE SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT TO SUCH
ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL (I) ACCEPT SUCH ASSIGNMENT AND
ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND
(III) GIVE PROMPT NOTICE THEREOF TO THE LENDERS. NO