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 5.01, SECTION 5.02, SECTION 5.03 AND SECTION 12.03).
ANY
ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
THAT DOES NOT COMPLY WITH THIS SECTION 12.04 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 SECTION 12.04(C).
(IV)
THE ADMINISTRATIVE AGENT, ACTING SOLELY 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 MAXIMUM CREDIT AMOUNT 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, AND THE 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, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE REGISTER SHALL
BE AVAILABLE FOR INSPECTION BY THE BORROWER, THE ISSUING BANK AND ANY LENDER, AT
ANY REASONABLE TIME AND FROM
94
time to time upon reasonable prior notice.
In connection with any changes to
the Register, if necessary, the Administrative Agent will reflect the revisions
on Annex I and forward a copy of such revised Annex I to the Borrower, the
Issuing Bank and each Lender.
(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
SECTION 12.04(B) AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY
SECTION 12.04(B), 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 SECTION 12.04(B).
(C)
(I)
ANY LENDER MAY, WITHOUT THE CONSENT OF THE
BORROWER, THE ADMINISTRATIVE AGENT OR THE ISSUING BANK, SELL PARTICIPATIONS TO
ONE OR MORE BANKS OR OTHER ENTITIES OTHER THAN THE BORROWER, ANY GUARANTOR AND
THEIR AFFILIATES (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