TO THE EXTENT OF
THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, HAVE THE RIGHTS AND
OBLIGATIONS OF A LENDER OF THE APPLICABLE CLASS 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
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UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY HERETO BUT SHALL
CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.09, 2.10, 2.11 AND 9.03).
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 (F) OF THIS SECTION.
EACH ASSIGNMENT
HEREUNDER SHALL BE DEEMED TO BE AN ASSIGNMENT OF THE RELATED RIGHTS UNDER THE
SECURITY DOCUMENTS.
(D)
THE ADMINISTRATIVE AGENT 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 COMMITMENT OF,
AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER, AND THE APPLICABLE
CLASS THEREOF, 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.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AND ANY LENDER AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
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) AND THE PROCESSING AND
RECORDATION FEE REFERRED TO IN PARAGRAPH (B) OF 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.
(E)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ASSUMPTION, THE ASSIGNING
LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER SHALL BE DEEMED TO CONFIRM TO AND
AGREE WITH EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS: (I) SUCH
ASSIGNING LENDER WARRANTS THAT IT IS THE LEGAL AND BENEFICIAL OWNER OF THE
INTEREST BEING ASSIGNED THEREBY FREE AND CLEAR OF ANY ADVERSE CLAIM AND THAT ITS
COMMITMENT AND THE OUTSTANDING BALANCES OF ITS LOANS, IN EACH CASE WITHOUT
GIVING EFFECT TO ASSIGNMENTS THEREOF THAT HAVE NOT BECOME EFFECTIVE, ARE AS SET
FORTH IN SUCH ASSIGNMENT AND ASSUMPTION; (II) EXCEPT AS SET FORTH IN
CLAUSE (I) ABOVE,