entity or an Affiliate of an
entity that administers or manages a Lender.
(III)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF
PURSUANT TO PARAGRAPH (B)(IV) OF THIS SECTION, FROM AND AFTER THE EFFECTIVE DATE
SPECIFIED IN EACH ASSIGNMENT AND ASSUMPTION THE ASSIGNEE THEREUNDER SHALL BE A
PARTY HERETO 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
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CEASE TO BE A PARTY HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF
SECTIONS 2.13, 2.14, 2.15 AND 9.03).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS
SECTION 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 PARAGRAPH
(C) OF THIS SECTION.
(IV)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES 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 COMMITMENT OF,
AND PRINCIPAL AMOUNT OF THE LOANS AND LC DISBURSEMENTS OWING TO, EACH LENDER
PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND THE
BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS MAY 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, THE ISSUING BANK AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME
TO TIME UPON REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ASSUMPTION EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE
ASSIGNEE'S COMPLETED ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL
ALREADY BE A LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO
IN PARAGRAPH (B)(II)(C) OF THIS SECTION AND ANY WRITTEN CONSENT TO SUCH
ASSIGNMENT REQUIRED BY PARAGRAPH (B)(I) OF THIS SECTION, THE ADMINISTRATIVE
AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER.
NO ASSIGNMENT SHALL BE EFFECTIVE FOR
PURPOSES OF THIS AGREEMENT UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS
PROVIDED IN THIS PARAGRAPH.
(N)
(I) ANY LENDER MAY, WITHOUT THE CONSENT OF
THE BORROWER, THE ADMINISTRATIVE AGENT OR THE ISSUING BANK, SELL PARTICIPATIONS
TO ONE OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL OR A PORTION OF
SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT