and
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(B) the consent of the Administrative Agent shall be required unless such
assignment is to a Lender or an Affiliate of a Lender.
(IV) ASSIGNMENT AND ASSUMPTION. THE PARTIES TO EACH ASSIGNMENT SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ASSUMPTION. THE ASSIGNEE,
IF IT IS NOT A LENDER, SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN
ADMINISTRATIVE QUESTIONNAIRE.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement 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 Section 3.01, Section 3.02 and Section 10.04
with respect to facts and circumstances occurring prior to the effective date of
such assignment. Upon request, (a) the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender and (b) the assignor Lender or, if
applicable, the Administrative Agent, shall return to the Borrower any Note made
by the Borrower in favor of such assignor Lender.
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF THE
BORROWER, SHALL MAINTAIN AT THE ADMINISTRATIVE AGENT'S OFFICE 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 PARTICIPANTS AND THE COMMITMENT OF,
AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER AND PARTICIPANT PURSUANT
TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER"). THE LOANS ARE REGISTERED
OBLIGATIONS AND THE RIGHT, TITLE AND INTEREST OF ANY LENDER, PARTICIPANT OR ITS
ASSIGNEES IN AND TO SUCH OBLIGATIONS SHALL BE TRANSFERABLE ONLY UPON NOTATION OF
SUCH TRANSFER IN THE REGISTER.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE,
ABSENT MANIFEST ERROR, AND THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL 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.
THIS SECTION 10.06(C) SHALL BE CONSTRUED
SO THAT THE OBLIGATIONS ARE AT ALL TIMES MAINTAINED IN "REGISTERED FORM" WITHIN
THE MEANING OF SECTIONS 163(F), 871(H)(2) AND 881(C)(2) OF THE CODE AND ANY
REGULATIONS PROMULGATED THEREUNDER (AND ANY OTHER RELEVANT OR SUCCESSOR
PROVISIONS OF THE CODE OR SUCH REGULATIONS).
(D)
ANY LENDER MAY