MUST BE APPROVED BY THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE
SWING LINE LENDER (EACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR
DELAYED); (V) THE PARTIES (OTHER THAN THE RELEVANT BORROWER UNLESS ITS CONSENT
TO SUCH ASSIGNMENT IS REQUIRED HEREUNDER) TO EACH ASSIGNMENT SHALL (A) EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ASSUMPTION VIA AN
ELECTRONIC SETTLEMENT SYSTEM ACCEPTABLE TO THE ADMINISTRATIVE AGENT (WHICH
INITIALLY MAY BE CLEARPAR, LLC) OR (B) MANUALLY EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT AN ASSIGNMENT AND ASSUMPTION; AND (VI) THE ASSIGNING LENDER
SHALL DELIVER ANY NOTES EVIDENCING SUCH LOANS TO THE RELEVANT BORROWER OR THE
ADMINISTRATIVE AGENT. SUBJECT TO ACCEPTANCE AND RECORDING THEREOF BY THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 10.07(C), 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 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, AND THE
SURRENDER BY THE ASSIGNING LENDER OF ITS NOTE, THE RELEVANT 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 (B) SHALL BE
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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(D).
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWERS, 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 REVOLVING CREDIT
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 BORROWERS, 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 ANY BORROWER, ANY AGENT AND ANY LENDER, AT ANY REASONABLE TIME