(THE "REGISTER").
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER 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 EACH LENDER AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(C)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE AND, IF REQUIRED,
COUNTEREXECUTED BY THE BORROWER AND THE ISSUING LENDER, TOGETHER WITH THE
PROCESSING FEE REFERRED TO IN SECTION 11.7(A), THE ADMINISTRATIVE AGENT WILL
(I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) ON OR AS OF THE EFFECTIVE DATE
THEREOF, RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE
NOTICE THEREOF TO THE BORROWER AND THE LENDERS.
IF REQUESTED BY OR ON BEHALF OF
THE ASSIGNEE, THE BORROWER, AT ITS OWN EXPENSE, WILL EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT A NEW NOTE OR NOTES TO THE ORDER OF THE ASSIGNEE (AND, IF
THE ASSIGNING LENDER HAS RETAINED ANY PORTION OF ITS RIGHTS AND OBLIGATIONS
HEREUNDER, TO THE ORDER OF THE ASSIGNING LENDER), PREPARED IN ACCORDANCE
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WITH THE APPLICABLE PROVISIONS OF SECTION 2.4 AS NECESSARY TO REFLECT, AFTER
GIVING EFFECT TO THE ASSIGNMENT, THE COMMITMENTS AND/OR OUTSTANDING LOANS, AS
THE CASE MAY BE, OF THE ASSIGNEE AND (TO THE EXTENT OF ANY RETAINED INTERESTS)
THE ASSIGNING LENDER, IN SUBSTANTIALLY THE FORM OF EXHIBITS A-1, A-2, A-3 AND/OR
A-4, AS APPLICABLE.
THE ADMINISTRATIVE AGENT WILL RETURN CANCELED NOTES TO THE
BORROWER.
AT THE TIME OF EACH ASSIGNMENT PURSUANT TO THIS SECTION 11.7 TO A
PERSON THAT IS A NON-U.S. LENDER AND IS NOT ALREADY A LENDER HEREUNDER, THE
ASSIGNEE LENDER SHALL PROVIDE TO THE BORROWER AND THE ADMINISTRATIVE AGENT THE
APPROPRIATE INTERNAL REVENUE SERVICE FORMS DESCRIBED IN SECTION 2.17.
(D)
EACH LENDER MAY, WITHOUT THE CONSENT OF THE BORROWER, THE
ADMINISTRATIVE AGENT OR ANY OTHER LENDER, SELL TO ONE OR MORE OTHER PERSONS
(EACH, A "PARTICIPANT") PARTICIPATIONS IN ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A
PORTION OF ITS COMMITMENTS, THE OUTSTANDING LOANS MADE BY IT AND ITS
PARTICIPATIONS IN LETTERS OF CREDIT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED AND SUCH LENDER SHALL
REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (II) THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE OTHER LENDERS SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, AND NO LENDER SHALL PERMIT ANY PARTICIPANT TO
HAVE ANY VOTING RIGHTS OR ANY RIGHT TO CONTROL THE VOTE OF SUCH LENDER WITH
RESPECT TO ANY AMENDMENT, MODIFICATION, WAIVER, CONSENT OR OTHER ACTION
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT (EXCEPT AS TO ACTIONS DESCRIBED IN
SECTION 11.6(A) AND