WITH THE ACT.
SECTION 11.17
REGISTER.
THE 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 FACILITY LETTER OF CREDIT OBLIGATIONS 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
AGENT, THE ISSUERS 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 ISSUERS AND ANY
LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
SECTION 12.01
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY
(INCLUDING ANY AFFILIATE OF AN ISSUER THAT ISSUES ANY FACILITY LETTER OF
CREDIT), EXCEPT THAT (I) THE BORROWER MAY NOT ASSIGN OR OTHERWISE TRANSFER ANY
OF ITS RIGHTS OR OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS WITHOUT
THE PRIOR WRITTEN CONSENT OF EACH LENDER (AND ANY ATTEMPTED ASSIGNMENT OR
TRANSFER BY THE BORROWER WITHOUT SUCH CONSENT SHALL BE NULL AND VOID) AND
(II) NO LENDER MAY ASSIGN OR OTHERWISE TRANSFER ITS RIGHTS OR OBLIGATIONS
HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS EXCEPT IN ACCORDANCE WITH THIS
ARTICLE XII.
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL BE
CONSTRUED TO CONFER UPON ANY PERSON (OTHER THAN THE PARTIES HERETO, THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY (INCLUDING ANY AFFILIATE OF
AN ISSUER THAT ISSUES ANY FACILITY LETTER OF CREDIT) AND PARTICIPANTS (TO THE
EXTENT PROVIDED IN SECTION 12.03)) ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM
UNDER OR BY REASON HEREOF.
SECTION 12.02
ASSIGNMENTS.
(A)
SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 12.02(B), ANY LENDER
MAY ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING ALL OR
A PORTION OF ITS COMMITMENT AND THE LOANS AT THE TIME OWING TO IT); PROVIDED
THAT THE WRITTEN CONSENTS (WHICH CONSENTS SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED) OF THE AGENT AND (UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING) THE BORROWER SHALL BE REQUIRED PRIOR TO AN ASSIGNMENT BECOMING
EFFECTIVE WITH RESPECT TO AN ASSIGNEE WHICH, PRIOR TO SUCH ASSIGNMENT, IS NOT A
LENDER, AN AFFILIATE OF A LENDER OR AN APPROVED FUND.
(B)
ASSIGNMENTS SHALL BE SUBJECT TO THE FOLLOWING ADDITIONAL CONDITIONS:
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(I)
EACH PARTIAL ASSIGNMENT SHALL BE MADE AS AN ASSIGNMENT OF A
PROPORTIONATE PART OF ALL