ON THE
ADMINISTRATIVE AGENT, THE ASSIGNING LENDER OR ANY OTHER LENDER, AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THE LOAN DOCUMENTS, AND (2) IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL
OF THE OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
(C)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN
ASSIGNING LENDER AND AN ASSIGNEE, THE ADMINISTRATIVE AGENT SHALL, IF SUCH
ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF
EXHIBIT D HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, AND (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER.
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO
IN SECTION 8.02 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO AND
ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF
EACH OF THE LENDERS AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER FROM
TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE
AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR
ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER
ENTITIES (OTHER THAN THE BORROWER OR ANY OF ITS AFFILIATES) IN OR TO ALL OR A
PORTION OF ITS RIGHTS AND
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OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF THE LOANS OWING
TO IT AND ANY NOTES HELD BY IT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL
REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF
SUCH OBLIGATIONS, (III) SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH NOTE FOR
ALL PURPOSES OF THIS AGREEMENT, (IV) THE BORROWER, THE ADMINISTRATIVE AGENT AND
THE OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
(V) NO PARTICIPANT UNDER ANY SUCH PARTICIPATION SHALL HAVE ANY RIGHT TO APPROVE
ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT, ANY NOTE OR ANY
OTHER LOAN DOCUMENT, OR ANY CONSENT TO ANY DEPARTURE BY THE BORROWER THEREFROM,
EXCEPT TO THE EXTENT THAT SUCH AMENDMENT, WAIVER OR CONSENT WOULD REDUCE THE
PRINCIPAL OF, OR INTEREST ON, THE NOTES OR ANY FEES OR OTHER AMOUNTS PAYABLE
HEREUNDER, IN EACH CASE TO THE EXTENT SUBJECT TO SUCH PARTICIPATION, OR POSTPONE
ANY DATE FIXED FOR ANY PAYMENT OF PRINCIPAL OF, OR INTEREST ON, THE NOTES OR ANY
FEES OR