Affiliate of an entity that administers or manages a
Lender.
(III) SUBJECT TO ACCEPTANCE AND RECORDING THEREOF PURSUANT TO
PARAGRAPH (B)(IV) OF THIS SECTION, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED
IN EACH ASSIGNMENT AND ASSUMPTION THE ASSIGNEE THEREUNDER SHALL BE A PARTY
HERETO 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
94
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 2.14, 2.15, 2.16, 2.19 AND 11.03). ANY ASSIGNMENT OR TRANSFER BY A
LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH
THIS SECTION 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 (C) OF THIS SECTION.
(IV) THE FACILITY AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF THE BORROWERS,
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 COMMITMENTS 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
BORROWERS, THE FACILITY 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 EACH BORROWER,
THE ISSUING BANK AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME
UPON REASONABLE PRIOR NOTICE.
(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 PARAGRAPH (B) OF THIS SECTION AND
ANY CONSENT TO SUCH ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS SECTION, THE
FACILITY AGENT SHALL RECORD THE INFORMATION CONTAINED IN SUCH ASSIGNMENT AND
ASSUMPTION 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
PARAGRAPH.
(C)
(I) ANY LENDER MAY, WITHOUT THE CONSENT OF, OR NOTICE TO, EITHER BORROWER,
THE FACILITY AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER, SELL
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (EACH A "PARTICIPANT") IN
ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING ALL OR A