LAW OCCURRING AFTER THE DATE OF SUCH ASSIGNMENT), AND THE ASSIGNING LENDER
THEREUNDER SHALL, TO THE EXTENT OF THE 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 SECTIONS 2.12,
2.13, 2.15 AND 11.03).
(C)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF
BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES 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 LC DISBURSEMENTS OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF
FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR, AND BORROWER, THE ADMINISTRATIVE
AGENT, THE 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.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION
BY BORROWER, THE ISSUING BANK, THE COLLATERAL AGENT, THE SWINGLINE LENDER AND
ANY LENDER (WITH RESPECT TO ITS OWN INTEREST ONLY), AT ANY REASONABLE TIME AND
FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
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(D)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED
ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER
HEREUNDER), 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 (I) IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH OR
(II) THE ORIGINAL NOTE EVIDENCING THE ASSIGNED LOAN (OR PORTION THEREOF), IF
ANY, IS RETURNED TO THE BORROWER MARKED "CANCELLED" AND ONE OR MORE NEW NOTES
ARE ISSUED TO THE ASSIGNEE, IF REQUESTED BY THE ASSIGNEE AND THE ASSIGNING
LENDER, IF NECESSARY.
(E)
ANY LENDER SHALL HAVE THE RIGHT AT ANY TIME, WITHOUT THE CONSENT
OF BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER,
TO 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) BORROWER, THE
ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE OTHER LENDERS