THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE
QUESTIONNAIRE.
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF BY THE
ADMINISTRATIVE AGENT PURSUANT TO SUBSECTION (C) OF THIS SECTION 12.04, FROM AND
AFTER THE EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT AND ASSUMPTION AGREEMENT,
THE ELIGIBLE TRANSFEREE THEREUNDER SHALL BE A PARTY TO THIS AGREEMENT AND, TO
THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION AGREEMENT,
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 AGREEMENT, BE RELEASED FROM ITS OBLIGATIONS UNDER
THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT
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 1.10, 1.11, 2.05, 4.04 AND 12.01 WITH
RESPECT TO FACTS AND CIRCUMSTANCES OCCURRING PRIOR TO THE EFFECTIVE DATE OF SUCH
ASSIGNMENT).
UPON REQUEST, THE 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
SUBSECTION SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT AS A SALE BY SUCH
LENDER OF A
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PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH
SUBSECTION (D) OF THIS SECTION 12.04.
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR
THIS PURPOSE AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT THE NOTICE OFFICE A
COPY OF EACH ASSIGNMENT AND ASSUMPTION AGREEMENT DELIVERED TO IT AND A REGISTER
FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE
COMMITMENTS OF, AND PRINCIPAL AMOUNTS OF THE LOANS AND LETTER OF CREDIT
OUTSTANDINGS 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, THE COLLATERAL 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
BORROWER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(D)
ANY LENDER MAY AT ANY TIME, WITHOUT THE
CONSENT OF, OR NOTICE TO, THE BORROWER OR THE ADMINISTRATIVE AGENT, SELL
PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON OR HOLDING'S
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
LETTERS OF CREDIT OUTSTANDINGS AND/OR SWINGLINE LOANS) OWING TO IT); PROVIDED
THAT (X) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED,
(Y) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR
THE PERFORMANCE OF SUCH OBLIGATIONS AND (Z) THE BORROWER, THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT