WHICH THE ASSIGNEE
DESIGNATES ONE OR MORE CREDIT CONTACTS TO WHOM ALL SYNDICATE-LEVEL INFORMATION
(WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS
RELATED PARTIES OR ITS SECURITIES) WILL BE MADE AVAILABLE AND WHO MAY RECEIVE
SUCH INFORMATION IN ACCORDANCE WITH THE ASSIGNEE'S COMPLIANCE PROCEDURES AND
APPLICABLE LAW, INCLUDING FEDERAL, STATE AND FOREIGN SECURITIES LAWS.
(III) SUBJECT TO ACCEPTANCE AND RECORDING THEREOF PURSUANT TO
PARAGRAPH (B)(V) 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 ASSIGNMENT AND ASSUMPTION, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS
AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ASSUMPTION COVERING ALL 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 AND 9.03).
(IV) THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ONE OF ITS OFFICES A COPY OF
EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND RECORDS OF THE NAMES AND
ADDRESSES OF THE LENDERS, AND THE COMMITMENT 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 BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND
THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER
PURSUANT TO THE TERMS
90
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, ANY 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 THIS SECTION AND ANY WRITTEN
CONSENT TO SUCH ASSIGNMENT REQUIRED BY THIS SECTION, THE ADMINISTRATIVE AGENT
SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE INFORMATION CONTAINED
THEREIN 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.
EACH ASSIGNEE, BY ITS EXECUTION AND DELIVERY OF AN ASSIGNMENT AND
ASSUMPTION, SHALL BE DEEMED TO HAVE REPRESENTED TO THE ASSIGNING LENDER AND THE
ADMINISTRATIVE AGENT THAT SUCH ASSIGNEE IS AN ELIGIBLE ASSIGNEE.
(C)
PARTICIPATIONS.
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 THE BORROWER OR ANY OF THE BORROWER'S
AFFILIATES OR SUBSIDIARIES OR ANY PERSON