AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY HERETO BUT SHALL CONTINUE
TO BE ENTITLED TO THE BENEFITS OF SECTION 2.15, SECTION 2.16, SECTION 2.19,
SECTION 9.5, SECTION 9.6).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS SECTION 9.3
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) OF
THIS SECTION.
(IV)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE AS AN AGENT OF THE BORROWERS, 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 PAYMENTS MADE BY THE FRONTING
BANK(S) PURSUANT TO A LETTER OF CREDIT OWING TO, EACH LENDER PURSUANT TO THE
TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE, AND THE BORROWERS, THE ADMINISTRATIVE AGENT, THE FRONTING
BANK(S) 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, THE FRONTING BANK(S) 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 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; PROVIDED THAT IF EITHER THE ASSIGNING LENDER OR THE ASSIGNEE SHALL
HAVE FAILED TO MAKE ANY PAYMENT REQUIRED TO BE MADE BY IT UNDER THIS AGREEMENT,
THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO ACCEPT SUCH ASSIGNMENT AND
ACCEPTANCE AND RECORD THE INFORMATION THEREIN IN THE REGISTER UNLESS AND UNTIL
SUCH PAYMENT SHALL HAVE BEEN MADE IN FULL, TOGETHER WITH ALL ACCRUED INTEREST
THEREON.
NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS
IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
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(C)
ANY LENDER MAY, WITHOUT THE CONSENT OF THE
BORROWERS, THE ADMINISTRATIVE AGENT, OR THE FRONTING BANKS, 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 (A) SUCH
LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (B) SUCH
LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS AND