Common use of Acceptance by Administrative Agent; Recordation in Register Clause in Contracts

Acceptance by Administrative Agent; Recordation in Register. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in subsection 10.1B(i) and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such assignee may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii), Administrative Agent shall, if Administrative Agent and Company have consented to the assignment evidenced thereby (in each case to the extent such consent is required pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment) and (b) record the information contained therein in the Register. Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it as provided in this subsection 10.1B(ii). No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (ii). Notwithstanding the foregoing, in the case of an assignment to an Eligible Assignee, which is, immediately prior to such assignment, an Affiliate of the assigning Lender or an Approved Fund with respect to the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to Company, Administrative Agent, any Issuing Lender or any Lender, and Company, Administrative Agent, each Issuing Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied with.

Acceptance by Administrative Agent; Recordation in Register. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in subsection 10.1B(i) and any forms, certificates or other evidence with respect to United States federal income tax withholding Tax matters that such assignee may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)3.1B, Administrative Agent shall, if each of Administrative Agent and Company have (to the extent required by subsection 10.1B(i)) the Borrower has consented to the assignment evidenced thereby (in each case to the extent such consent is required pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment) and ), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to Borrower. Administrative Agent shall maintain a copy of each applicable Assignment Agreement delivered to and accepted by it as provided in this subsection 10.1B(ii). No assignment shall be effective for purposes With respect to any Lender, the transfer of this Agreement unless it has been recorded in the Register as provided in this clause (ii). Notwithstanding Commitments of such Lender and the foregoingrights to the principal of, in the case of an assignment to an Eligible Assigneeand interest on, which is, immediately prior any Loan made pursuant to such assignment, an Affiliate of the assigning Lender or an Approved Fund with respect to the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but Commitments shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to Companyownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by Administrative Agent on the Register upon and only upon the acceptance by Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to this subsection 10.1(B)(ii). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment Agreement to Administrative AgentAgent for acceptance and registration of assignment or transfer of all or part of a Loan, any Issuing or as soon thereafter as practicable, the assigning or transferor Lender or any Lendershall surrender the Note (if any) evidencing such Loan, and Company, Administrative Agent, each Issuing Lender and each Lender thereupon one or more new Notes in the same aggregate principal amount shall be entitled issued to deal solely and directly with such the assigning or transferor Lender under and/or the new Lender at the request of any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied withLender.

Acceptance by Administrative Agent; Recordation in Register. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in subsection 10.1B(i) and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such assignee may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii2.7B(iii)(a), Administrative Agent shall, if Administrative Agent and Company have has consented to the assignment evidenced thereby (in each case to the extent such consent is required pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment) and ), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to Company. Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it as provided in this subsection 10.1B(ii). No assignment shall be effective for purposes 123 131 C. PARTICIPATIONS. The holder of this Agreement unless it has been recorded in the Register as provided in this clause (ii). Notwithstanding the foregoingany participation, in the case of an assignment to an Eligible Assignee, which is, immediately prior to such assignment, other than an Affiliate of the assigning Lender or an Approved Fund with respect to the assigning Lendergranting such participation, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect entitled to Company, Administrative Agent, require such Lender to take or omit to take any Issuing Lender action hereunder except action directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest or fees payable on any LenderLoan allocated to such participation or (iii) the release of all or substantially all of the Collateral or Guaranties, and Companyall amounts payable by Company hereunder (including amounts payable to such Lender pursuant to subsections 2.6D, Administrative Agent, each Issuing 2.7 and 3.6) shall be determined as if such Lender had not sold such participation. Company and each Lender hereby acknowledge and agree that, solely for purposes of subsections 10.4 and 10.5, (a) any participation will give rise to a direct obligation of Company to the participant and (b) the participant shall be entitled considered to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied withbe a "Lender".