RECORDING
THEREOF PURSUANT TO PARAGRAPH (D) OF THIS SECTION, FROM AND AFTER THE EFFECTIVE
DATE SPECIFIED IN EACH ASSIGNMENT AND ACCEPTANCE THE ASSIGNEE THEREUNDER SHALL
BE A PARTY HERETO AND, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT
AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS
AGREEMENT, AND THE ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE
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INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND
ACCEPTANCE 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 9.3).
ANY ASSIGNMENT OR TRANSFER BY A
LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH
THIS PARAGRAPH 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 (E) OF THIS SECTION.
(C)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE AS AN AGENT OF THE LOAN PARTIES, SHALL MAINTAIN AT ONE OF ITS OFFICES IN
BOSTON, MASSACHUSETTS 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 COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE LOANS AND L/C DISBURSEMENTS
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 LOAN PARTIES, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK 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, EACH ISSUING BANK AND ANY LENDER, AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE
PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) OF THIS SECTION AND
ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS
SECTION, THE ADMINISTRATIVE AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE
AND RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER. NO ASSIGNMENT
SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS IT HAS BEEN RECORDED IN
THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(E)
ANY LENDER MAY SELL PARTICIPATIONS TO ONE
OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL OR A PORTION OF SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION
OF ITS COMMITMENT AND 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 LOAN