THE ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AN ADMINISTRATIVE QUESTIONNAIRE.
For the purposes of this Section 10.04(b), the term "Approved Fund" has the
following meaning:
"Approved Fund" means any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an 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 (PROVIDED THAT ANY
LIABILITY OF ANY BORROWER TO SUCH ASSIGNEE UNDER SECTION 2.14, 2.15 OR 2.16
SHALL BE LIMITED TO THE AMOUNT, IF ANY, THAT WOULD HAVE BEEN PAYABLE THEREUNDER
BY SUCH BORROWER IN THE ABSENCE OF SUCH ASSIGNMENT, EXCEPT TO THE EXTENT ANY
SUCH AMOUNTS ARE ATTRIBUTABLE TO A CHANGE IN LAW), 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 SECTIONS 2.14,
2.15, 2.16 AND 10.03).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS SECTION 10.04
SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT
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AS A SALE BY SUCH LENDER OF A PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN
ACCORDANCE WITH PARAGRAPH (C) OF THIS SECTION.
(II)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF
THE BORROWERS, 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 OTHER OBLIGATIONS AND OWING TO, EACH LENDER PURSUANT TO THE TERMS
HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, AND THE BORROWERS, THE ADMINISTRATIVE AGENT 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
BORROWERS, AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(III)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
EXECUTED BY AN ASSIGNING LENDER