date specified
in each Assignment and Assumption, the Eligible 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 Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment.
Upon request, the Borrowers (at their expense) shall execute and
deliver a Note to the assignee Lender.
Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this
subsection 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 10.06(d).
(C)
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING
SOLELY FOR THIS PURPOSE AS AN AGENT OF THE BORROWERS, 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
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NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF, AND PRINCIPAL
AMOUNTS 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 LOAN PARTIES, THE
ADMINISTRATIVE AGENT 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 LEAD BORROWER AND ANY LENDER
AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME,
WITH THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD OR DELAYED) AND, UNLESS AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, THE LEAD BORROWER (SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD OR DELAYED), SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL
PERSON OR THE LOAN PARTIES OR ANY OF THE LOAN PARTIES' AFFILIATES OR
SUBSIDIARIES) (EACH, A "PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S
RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF
ITS COMMITMENT AND/OR THE LOANS (INCLUDING SUCH LENDER'S PARTICIPATIONS IN L/C
OBLIGATIONS AND/OR SWING LINE LOANS) OWING TO IT); PROVIDED THAT (I) SUCH
LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (II) SUCH
LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS, AND (III) THE LOAN PARTIES, THE AGENTS,