A LENDER TO RELATED FUNDS) IN IMMEDIATELY AVAILABLE FUNDS TO THE ADMINISTRATIVE
AGENT AT ITS PAYMENT OFFICE IN CONNECTION WITH EACH SUCH
144
ASSIGNMENT, WRITTEN NOTICE THEREOF BY SUCH TRANSFEROR LENDER TO THE
ADMINISTRATIVE AGENT AND THE RECORDING BY THE ADMINISTRATIVE AGENT OF SUCH
ASSIGNMENT AND THE RESULTING EFFECT UPON THE LOANS, REVOLVING COMMITMENT OF THE
ASSIGNING LENDER AND THE ASSIGNEE, THE ASSIGNEE SHALL HAVE, TO THE EXTENT OF
SUCH ASSIGNMENT, THE SAME RIGHTS, BENEFITS AND OBLIGATIONS AS IT WOULD HAVE IF
IT WERE A LENDER HEREUNDER AND THE HOLDER OF THE OBLIGATIONS (PROVIDED THAT THE
BORROWER AND THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH THE ASSIGNOR LENDER IN CONNECTION WITH THE INTERESTS SO
ASSIGNED TO THE ASSIGNEE UNTIL WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH
PAYMENT INSTRUCTIONS, ADDRESSES AND RELATED INFORMATION WITH RESPECT TO THE
ASSIGNEE, SHALL HAVE BEEN GIVEN TO THE BORROWER AND THE ADMINISTRATIVE AGENT BY
THE ASSIGNOR LENDER AND THE ASSIGNEE) AND, IF THE ASSIGNEE HAS EXPRESSLY
ASSUMED, FOR THE BENEFIT OF THE BORROWER, SOME OR ALL OF THE TRANSFEROR LENDER'S
OBLIGATIONS HEREUNDER, SUCH TRANSFEROR LENDER SHALL BE RELIEVED OF ITS
OBLIGATIONS HEREUNDER TO THE EXTENT OF SUCH ASSIGNMENT AND ASSUMPTION, AND
EXCEPT AS DESCRIBED ABOVE, NO FURTHER CONSENT OR ACTION BY THE BORROWER, THE
LENDERS, OR THE ADMINISTRATIVE AGENT SHALL BE REQUIRED.
AT THE TIME OF EACH
ASSIGNMENT PURSUANT TO THIS SECTION 12.8(C) TO A PERSON WHICH IS NOT ALREADY A
LENDER HEREUNDER, THE RESPECTIVE ASSIGNEE SHALL PROVIDE TO THE BORROWER AND THE
ADMINISTRATIVE AGENT THE APPROPRIATE FORMS AND CERTIFICATES AS PROVIDED IN
SECTION 4.7(D), IF APPLICABLE.
EACH ASSIGNEE SHALL TAKE SUCH CREDIT EXPOSURE
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND TO ANY REQUEST MADE, WAIVER OR
CONSENT GIVEN OR OTHER ACTION TAKEN HEREUNDER, PRIOR TO THE RECEIPT BY THE
ADMINISTRATIVE AGENT AND THE BORROWER OF WRITTEN NOTICE OF SUCH TRANSFER, BY
EACH PREVIOUS HOLDER OF SUCH CREDIT EXPOSURE.
SUCH ASSIGNMENT AND ASSUMPTION
AGREEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT AND SCHEDULE 1.1(A) HERETO, TO
THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF SUCH
ASSIGNEE AS A LENDER AND THE RESULTING ADJUSTMENT OF ALL OR A PORTION OF THE
RIGHTS AND OBLIGATIONS OF SUCH TRANSFEROR LENDER UNDER THIS AGREEMENT, THE
MAXIMUM COMMITMENT, THE DETERMINATION OF ITS PRO RATA SHARE (ROUNDED TO TWELVE
DECIMAL PLACES), THE LOANS, ANY OUTSTANDING LETTERS OF CREDIT AND ANY NEW NOTES,
IF REQUESTED, TO BE ISSUED, AT THE BORROWER'S EXPENSE, TO SUCH ASSIGNEE, AND NO
FURTHER CONSENT OR ACTION BY THE BORROWER OR THE LENDERS SHALL BE REQUIRED TO
EFFECT SUCH AMENDMENTS.
(D)
THE BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT
OR ASSIGNEE (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND ALL
FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE BORROWER AND
ANY SUBSIDIARY OF THE BORROWER WHICH HAS BEEN DELIVERED TO SUCH LENDER BY THE
BORROWER PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN DELIVERED TO SUCH LENDER
BY THE BORROWER IN