from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Section 3.01, Section 3.04, Section 3.05,
Section 10.04 and Section 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment.
Upon request, the
Borrowers (at their expense) shall execute and deliver a Note to the assignee
Lender.
Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.
(C)
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE
AS AN AGENT OF THE BORROWERS (THE "REGISTRAR"), SHALL MAINTAIN AT THE
ADMINISTRATIVE AGENT'S OFFICE IN THE UNITED STATES A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
THE PRINCIPAL AMOUNTS OF THE LOANS OWING TO, AND THE L/C EXPOSURE HELD BY, EACH
LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
NO
ASSIGNMENT OR TRANSFER OF A LOAN OR A COMMITMENT (OTHER THAN A PLEDGE AS
DESCRIBED IN PARAGRAPH (F) BELOW) SHALL BE EFFECTIVE UNLESS AND UNTIL REGISTERED
IN THE REGISTER.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND THE
BORROWERS, THE ADMINISTRATIVE 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
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ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY, PROVIDED
THAT, FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY ERROR IN SUCH RECORDATION,
SHALL NOT AFFECT ANY LENDER'S COMMITMENTS OR ANY BORROWER'S OR OTHER LOAN
PARTY'S OBLIGATIONS IN RESPECT OF ANY LOAN OR LETTER OF CREDIT.
THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY ANY BORROWER AND ANY LENDER, AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
EACH
BORROWER HEREBY DESIGNATES THE ENTITY SERVING AS THE ADMINISTRATIVE AGENT TO
SERVE AS SUCH BORROWER'S AGENT SOLELY FOR PURPOSES OF MAINTAINING THE REGISTER
AS PROVIDED IN THIS SECTION, AND EACH BORROWER HEREBY AGREES THAT THE ENTITY
SERVING AS REGISTRAR AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS SHALL CONSTITUTE INDEMNITEES UNDER
SECTION 12.05.
AT THE REQUEST OF THE REGISTERED LENDER, THE REGISTRAR SHALL
NOTE A COLLATERAL ASSIGNMENT OF A LOAN ON THE REGISTER AND, PROVIDED THAT THE
REGISTRAR HAS RECEIVED THE NAME AND ADDRESS OF SUCH COLLATERAL ASSIGNEE, THE
REGISTRAR (I) SHALL NOT PERMIT ANY FURTHER TRANSFERS OF THE LOAN ON THE REGISTER
ABSENT RECEIPT OF WRITTEN CONSENT TO SUCH TRANSFERS FROM SUCH COLLATERAL
ASSIGNEE AND (II) SHALL RECORD THE TRANSFER OF THE LOAN ON THE REGISTER TO SUCH
COLLATERAL ASSIGNEE (OR SUCH COLLATERAL ASSIGNEE'S DESIGNEE, NOMINEE OR
ASSIGNEE) UPON