ADMINISTRATIVE
AGENT AT ITS PAYMENT OFFICE IN CONNECTION WITH EACH SUCH ASSIGNMENT, WRITTEN
NOTICE THEREOF BY SUCH TRANSFEROR LENDER TO THE ADMINISTRATIVE AGENT AND THE
RECORDING BY THE ADMINISTRATIVE AGENT OF SUCH ASSIGNMENT AND THE RESULTING
EFFECT UPON THE LOANS, REVOLVING COMMITMENT OF THE ASSIGNING LENDER AND THE
ASSIGNEE, THE ASSIGNEE SHALL
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HAVE, TO THE EXTENT OF SUCH ASSIGNMENT, THE SAME RIGHTS, BENEFITS AND
OBLIGATIONS AS IT WOULD HAVE IF IT WERE A LENDER HEREUNDER AND THE HOLDER OF THE
OBLIGATIONS (PROVIDED THAT THE BORROWER AND THE ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE ASSIGNOR LENDER IN
CONNECTION WITH THE INTERESTS SO ASSIGNED TO THE ASSIGNEE UNTIL WRITTEN NOTICE
OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT INSTRUCTIONS, ADDRESSES AND RELATED
INFORMATION WITH RESPECT TO THE ASSIGNEE, SHALL HAVE BEEN GIVEN TO THE BORROWER
AND THE ADMINISTRATIVE AGENT BY THE ASSIGNOR LENDER AND THE ASSIGNEE) AND, IF
THE ASSIGNEE HAS EXPRESSLY ASSUMED, FOR THE BENEFIT OF THE BORROWER, SOME OR ALL
OF THE TRANSFEROR LENDER'S OBLIGATIONS HEREUNDER, SUCH TRANSFEROR LENDER SHALL
BE RELIEVED OF ITS OBLIGATIONS HEREUNDER TO THE EXTENT OF SUCH ASSIGNMENT AND
ASSUMPTION, AND EXCEPT AS DESCRIBED ABOVE, NO FURTHER CONSENT OR ACTION BY THE
BORROWER, THE LENDERS, OR THE ADMINISTRATIVE AGENT SHALL BE REQUIRED.
AT THE
TIME OF EACH ASSIGNMENT PURSUANT TO THIS SECTION 12.8(C) TO A PERSON WHICH IS
NOT ALREADY A LENDER HEREUNDER, THE RESPECTIVE ASSIGNEE SHALL PROVIDE TO THE
BORROWER AND THE ADMINISTRATIVE AGENT THE APPROPRIATE FORMS AND CERTIFICATES AS
PROVIDED IN SECTION 4.7(D), IF APPLICABLE.
EACH ASSIGNEE SHALL TAKE SUCH CREDIT
EXPOSURE SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND TO ANY REQUEST MADE,
WAIVER OR CONSENT GIVEN OR OTHER ACTION TAKEN HEREUNDER, PRIOR TO THE RECEIPT BY
THE ADMINISTRATIVE AGENT AND THE BORROWER OF WRITTEN NOTICE OF SUCH TRANSFER, BY
EACH PREVIOUS HOLDER OF SUCH CREDIT EXPOSURE.
SUCH ASSIGNMENT AND ASSUMPTION
AGREEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT AND SCHEDULE 1.1(A) HERETO, TO
THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF SUCH
ASSIGNEE AS A LENDER AND THE RESULTING ADJUSTMENT OF ALL OR A PORTION OF THE
RIGHTS AND OBLIGATIONS OF SUCH TRANSFEROR LENDER UNDER THIS AGREEMENT, THE
MAXIMUM COMMITMENT, THE DETERMINATION OF ITS PRO RATA SHARE (ROUNDED TO TWELVE
DECIMAL PLACES), THE LOANS, ANY OUTSTANDING LETTERS OF CREDIT AND ANY NEW NOTES,
IF REQUESTED, TO BE ISSUED, AT THE BORROWER'S EXPENSE, TO SUCH ASSIGNEE, AND NO
FURTHER CONSENT OR ACTION BY THE BORROWER OR THE LENDERS SHALL BE REQUIRED TO
EFFECT SUCH AMENDMENTS.
(D)
THE BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT
OR ASSIGNEE (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND ALL
FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE BORROWER AND
ANY SUBSIDIARY OF THE BORROWER WHICH HAS BEEN DELIVERED TO SUCH LENDER BY THE
BORROWER PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN DELIVERED TO SUCH LENDER
BY THE BORROWER IN CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF THE
BORROWER PRIOR TO