a portion
of its rights and obligations among separate Facilities on a non-pro rata basis.
(C)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF BY THE ADMINISTRATIVE
AGENT PURSUANT TO SECTION 10.07(D), FROM AND AFTER THE EFFECTIVE DATE SPECIFIED
IN EACH ASSIGNMENT AND ASSUMPTION, THE ELIGIBLE ASSIGNEE THEREUNDER SHALL BE A
PARTY TO THIS AGREEMENT AND, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH
ASSIGNMENT AND ASSUMPTION, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER
THIS AGREEMENT, AND THE ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE
INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, BE RELEASED 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 SECTIONS 3.01, 3.04, 3.05, 10.04 AND 10.05
WITH RESPECT TO FACTS AND CIRCUMSTANCES OCCURRING PRIOR TO THE EFFECTIVE DATE OF
SUCH ASSIGNMENT).
UPON REQUEST, AND THE SURRENDER BY THE ASSIGNING LENDER OF
ITS NOTE, THE BORROWER (AT ITS 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 CLAUSE (C) 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 SECTION
10.07(E).
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(D)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWER, SHALL MAINTAIN AT THE ADMINISTRATIVE AGENT'S OFFICE A
COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNTS (AND RELATED INTEREST AMOUNTS) OF THE LOANS, L/C
OBLIGATIONS (SPECIFYING THE UNREIMBURSED AMOUNTS), L/C BORROWINGS AND AMOUNTS
DUE UNDER SECTION 2.03, OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM
TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE,
ABSENT MANIFEST ERROR, AND THE BORROWER, THE AGENTS AND THE LENDERS SHALL 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, ANY AGENT AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME
UPON REASONABLE PRIOR NOTICE.
(E)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR NOTICE TO,
THE BORROWER OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY PERSON
(OTHER THAN A NATURAL PERSON) (EACH, A "PARTICIPANT") IN ALL OR A PORTION OF
SUCH LENDER'S RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A
PORTION OF ITS COMMITMENT AND/OR THE LOANS (INCLUDING SUCH LENDER'S
PARTICIPATIONS IN L/C OBLIGATIONS AND/OR SWING LINE LOANS) OWING TO IT);
PROVIDED THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY