AN ADMINISTRATIVE QUESTIONNAIRE AND ANY TAX
FORMS REQUIRED BY SECTION 2.14(E) OR (F).
(III)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF PURSUANT TO PARAGRAPH (B)(V)
OF THIS SECTION, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT
AND ASSUMPTION, THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE
EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, HAVE THE
RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT, AND THE ASSIGNING
LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH
ASSIGNMENT AND ASSUMPTION, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND, IN THE CASE OF AN ASSIGNMENT AND ASSUMPTION 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, 2.14 AND 9.03 AND TO ANY FEES PAYABLE HEREUNDER THAT HAVE
ACCRUED FOR SUCH LENDER'S ACCOUNT BUT HAVE NOT YET BEEN PAID). ANY ASSIGNMENT OR
TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT
COMPLY WITH THIS SECTION 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 (C)(I) OF THIS SECTION.
(IV)
THE ADMINISTRATIVE 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 OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE
"REGISTER"). THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND HOLDINGS, THE
BORROWER, THE ADMINISTRATIVE AGENT 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 AND ANY
LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION EXECUTED BY
AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED ADMINISTRATIVE
QUESTIONNAIRE AND ANY TAX FORMS REQUIRED BY SECTION 2.14(E) OR (F) (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
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REQUIRED BY PARAGRAPH (B) OF THIS SECTION, THE ADMINISTRATIVE AGENT SHALL ACCEPT
SUCH ASSIGNMENT AND ASSUMPTION 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.
(VI)
THE WORDS "EXECUTION", "SIGNED", "SIGNATURE" AND WORDS OF LIKE IMPORT IN
ANY ASSIGNMENT AND ASSUMPTION SHALL BE DEEMED TO INCLUDE ELECTRONIC SIGNATURES
OR THE KEEPING OF RECORDS IN