PARTIES OR THEIR RESPECTIVE SECURITIES)
WILL BE MADE AVAILABLE AND WHO MAY RECEIVE SUCH INFORMATION IN ACCORDANCE WITH
THE ASSIGNEE'S COMPLIANCE PROCEDURES AND APPLICABLE LAWS, INCLUDING FEDERAL AND
STATE SECURITIES LAWS.
This paragraph (b) shall not prohibit any Lender from assigning all or a portion
of its rights and obligations among separate Facilities on a non-pro rata basis.
(C)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF BY THE ADMINISTRATIVE AGENT
PURSUANT TO SECTION 10.07(D), FROM AND AFTER THE EFFECTIVE 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, 10.04 AND 10.05
WITH RESPECT TO FACTS AND CIRCUMSTANCES OCCURRING PRIOR TO THE EFFECTIVE DATE OF
SUCH ASSIGNMENT).
UPON REQUEST, AND THE SURRENDER BY THE ASSIGNING LENDER OF
ITS NOTE, THE RELEVANT BORROWER (AT ITS 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 CLAUSE
(C) 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 10.07(E).
(D)
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 NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF, AND PRINCIPAL
AMOUNTS (AND RELATED INTEREST AMOUNTS) OF THE LOANS, L/C OBLIGATIONS (SPECIFYING
THE UNREIMBURSED AMOUNTS), L/C BORROWINGS AND AMOUNTS DUE UNDER SECTION 2.03,
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 BORROWERS, THE AGENTS AND THE LENDERS SHALL TREAT EACH PERSON
WHOSE NAME IS RECORDED IN THE
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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 COMPANY, ANY AGENT AND ANY LENDER, AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(E)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR NOTICE TO, THE
BORROWERS OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY PERSON (OTHER
THAN A NATURAL PERSON) (EACH, A "PARTICIPANT") IN ALL OR A PORTION OF SUCH
LENDER'S RIGHTS AND/OR OBLIGATIONS UNDER THIS