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 (AND BOUND BY ANY RELATED OBLIGATIONS UNDER) SUBSECTIONS 3.10, 3.11,
3.12, 3.13 AND 10.5).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS SUBSECTION 10.6
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 SUBSECTION.
(IV)
THE BORROWER HEREBY DESIGNATES THE
ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT AGREES, TO SERVE AS THE
BORROWER'S AGENT, SOLELY FOR PURPOSES OF THIS SUBSECTION 10.6, TO MAINTAIN AT
ONE OF ITS OFFICES IN NEW YORK, NEW YORK A COPY OF EACH ASSIGNMENT AND
ACCEPTANCE DELIVERED TO IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND
ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF, AND INTEREST AND PRINCIPAL
AMOUNT OF THE TERM LOANS OR LC FACILITY PARTICIPATIONS 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
ADMINISTRATIVE AGENT, THE LC FACILITY ISSUING BANK 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, THE COLLATERAL AGENT, THE LC FACILITY ISSUING BANK AND ANY LENDER
(WITH RESPECT TO ITS OWN INTEREST ONLY), AT ANY REASONABLE TIME AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ACCEPTANCE 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) OF THIS SUBSECTION AND ANY WRITTEN CONSENT TO SUCH
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ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS SUBSECTION, THE ADMINISTRATIVE
AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER AND GIVE PROMPT NOTICE OF SUCH ASSIGNMENT AND
RECORDATION TO THE BORROWER.
NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF
THIS AGREEMENT UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS
PARAGRAPH.
(VI)
ON OR PRIOR TO THE EFFECTIVE DATE OF ANY
ASSIGNMENT PURSUANT TO THIS SUBSECTION 10.6(B), THE ASSIGNING LENDER SHALL
SURRENDER ANY OUTSTANDING TERM LOAN NOTES HELD BY IT ALL OR A PORTION OF WHICH
ARE BEING ASSIGNED.
ANY TERM LOAN NOTES SURRENDERED BY THE ASSIGNING LENDER
SHALL BE RETURNED BY THE ADMINISTRATIVE AGENT TO THE BORROWER MARKED
"CANCELLED."
Notwithstanding the foregoing provisions of this subsection 10.6(b) or any other
provision of this Agreement, if the Borrower shall have consented thereto in
writing (such consent not to be unreasonably withheld), the Administrative Agent
shall have the right, but not