OF THE INTEREST ASSIGNED BY SUCH LENDER
ASSIGNMENT AGREEMENT, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND, IN THE CASE OF A LENDER ASSIGNMENT AGREEMENT 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 4.01 (EURODOLLAR RATE LENDING UNLAWFUL), SECTION 4.03 (INCREASED
EURODOLLAR LOAN COSTS), SECTION 4.05 (FUNDING LOSSES), SECTION 11.06 (COSTS AND
EXPENSES) AND SECTION 11.08 (INDEMNIFICATION BY THE BORROWER) WITH RESPECT TO
FACTS AND CIRCUMSTANCES OCCURRING PRIOR TO THE EFFECTIVE DATE OF SUCH
ASSIGNMENT). UPON REQUEST, THE 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
SECTION 11.03(B) 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
SECTION 11.03(D).
(C)
THE ADMINISTRATIVE AGENT, ACTING
SOLELY FOR THIS PURPOSE AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT THE
ADMINISTRATIVE AGENT'S OFFICE A COPY OF EACH LENDER ASSIGNMENT AGREEMENT
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 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 BORROWER, THE AGENTS 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 AT ANY REASONABLE TIME AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE. IN ADDITION, AT ANY TIME THAT A REQUEST FOR A
CONSENT FOR A MATERIAL OR OTHER SUBSTANTIVE CHANGE TO THE FINANCING DOCUMENTS IS
PENDING, ANY LENDER MAY REQUEST AND RECEIVE FROM THE ADMINISTRATIVE AGENT A COPY
OF THE REGISTER.
(D)
ANY LENDER MAY AT ANY TIME, WITHOUT
THE CONSENT OF, OR NOTICE TO, THE BORROWER OR ANY AGENT, SELL PARTICIPATIONS TO
ANY PERSON (EACH, A "PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT
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(INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND/OR THE LOANS OWING TO IT);
PROVIDED THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS AND (III) THE BORROWER, THE
AGENTS AND THE OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH
SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT. ANY AGREEMENT OR INSTRUMENT PURSUANT TO WHICH A LENDER SELLS SUCH A
PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO
ENFORCE THIS AGREEMENT AND TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF