ACCEPTANCE, TOGETHER WITH A PROCESSING AND RECORDATION FEE OF $1,000, AND THE
ELIGIBLE ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AN ADMINISTRATIVE QUESTIONNAIRE.
UPON (I) THE EXECUTION
AND DELIVERY OF THE ASSIGNMENT AND ACCEPTANCE BY THE ASSIGNING LENDER AND
ASSIGNEE LENDER, (II) ACCEPTANCE AND RECORDING THEREOF BY THE ADMINISTRATIVE
AGENT PURSUANT TO PARAGRAPH (C) OF THIS SECTION, (III) CONSENT THEREOF FROM THE
BORROWER TO THE EXTENT REQUIRED PURSUANT TO THIS CLAUSE (B) AND (IV) IF SUCH
ASSIGNEE LENDER IS A FOREIGN LENDER, COMPLIANCE BY SUCH PERSON WITH SECTION
2.20(E), FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT AND
ACCEPTANCE, THE ELIGIBLE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE
EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ACCEPTANCE, HAVE
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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 ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE 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
2.18, 2.19, 2.20 AND 10.3.
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS PARAGRAPH 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 (D) OF
THIS SECTION.
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN ATLANTA, GEORGIA
A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNT OF THE LOANS 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 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.
(D)
ANY LENDER MAY, WITHOUT THE CONSENT OF, OR NOTICE TO, THE
BORROWER, THE ADMINISTRATIVE AGENT, THE SWINGLINE BANK OR THE ISSUING BANK SELL
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (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 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 BORROWER, THE
ADMINISTRATIVE AGENT, THE SWINGLINE BANK, THE ISSUING BANK AND THE OTHER LENDERS
SHALL CONTINUE