Acceptance, shall have the rights
and obligations of the assigning Lender hereunder with respect thereto and
(B) the assigning Lender shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than rights under the provisions of this Agreement
and the other Credit Documents relating to indemnification or payment of fees,
costs and expenses, to the extent such rights relate to the time prior to the
effective date of such Assignment and Acceptance) and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of such assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto, except that such assigning Lender shall continue to be entitled to
the protections of Sections 2.16(a), 2.16(b), 2.17, 11.1 and 11.2 for matters
arising during the periods while it was a Lender hereunder).
The terms and
provisions of each Assignment and Acceptance shall, upon the effectiveness
thereof, be incorporated into and made a part of this Agreement, and the
covenants, agreements and obligations of each Lender set forth therein shall be
deemed made to and for the benefit of the Administrative Agent and the other
parties hereto as if set forth at length herein.
(B)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR
THIS PURPOSE AS AN AGENT OF THE BORROWERS, WILL MAINTAIN AT ITS ADDRESS FOR
NOTICES REFERRED TO IN SECTION 11.5(A)(II) A COPY OF EACH ASSIGNMENT AND
ACCEPTANCE DELIVERED TO AND ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF
THE NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENTS OF, AND PRINCIPAL
AMOUNT OF THE LOANS OWING TO, EACH LENDER FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES,
ABSENT MANIFEST ERROR, AND THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE
LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER
HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE
CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS AND
EACH LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(C)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE AND,
IF REQUIRED, COUNTEREXECUTED BY THE COMPANY AND THE ISSUING LENDER, TOGETHER
WITH THE PROCESSING FEE REFERRED TO IN SECTION 11.7(A), THE ADMINISTRATIVE AGENT
WILL (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) ON OR AS OF THE EFFECTIVE
DATE THEREOF, RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND
(III) GIVE NOTICE THEREOF TO THE COMPANY AND THE LENDERS.
IF REQUESTED BY OR ON
BEHALF OF THE ASSIGNEE, EACH APPLICABLE BORROWER, AT ITS OWN EXPENSE, WILL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A NEW NOTE OR NOTES TO THE ORDER
OF THE ASSIGNEE (AND, IF THE ASSIGNING LENDER HAS RETAINED ANY PORTION OF ITS
RIGHTS AND