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 (AND
BOUND BY ANY RELATED OBLIGATIONS UNDER) SUBSECTIONS 4.10, 4.11, 4.12, 4.13 AND
13.5).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS SUBSECTION 13.6 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 SUBSECTION.
(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
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OF THE LENDERS, AND THE COMMITMENTS OF, AND INTEREST AND PRINCIPAL AMOUNT OF THE
LOANS AND L/C OBLIGATIONS 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 BORROWER, THE ADMINISTRATIVE AGENT,
THE ISSUING LENDER 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, THE ISSUING LENDER
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 (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER
HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) OF
THIS SUBSECTION AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY PARAGRAPH
(B) OF THIS SUBSECTION, THE ADMINISTRATIVE AGENT SHALL ACCEPT SUCH ASSIGNMENT
AND ASSUMPTION, RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND
GIVE PROMPT NOTICE OF SUCH ASSIGNMENT AND RECORDATION TO THE BORROWER.
NO
ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS IT HAS BEEN
RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(VI)
ON OR PRIOR TO THE EFFECTIVE DATE OF ANY ASSIGNMENT PURSUANT TO THIS
SUBSECTION 13.6(B), THE ASSIGNING LENDER SHALL SURRENDER ANY OUTSTANDING NOTES
HELD BY IT ALL OR A PORTION OF WHICH ARE BEING ASSIGNED.
ANY NOTES SURRENDERED
BY THE ASSIGNING LENDER SHALL BE RETURNED BY THE ADMINISTRATIVE AGENT TO THE
BORROWER MARKED "CANCELLED".
Notwithstanding the foregoing, no Assignee, which as of the date of any
assignment to it pursuant to this subsection 13.6(b) would be entitled to
receive any greater payment under subsection 4.10 or 4.11 than the assigning
Lender would have been entitled to receive as of such date under such
subsections with respect to the rights assigned, shall