OBLIGATIONS; (III) SUCH ASSIGNEE
CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS, TOGETHER WITH SUCH OTHER DOCUMENTS AND INFORMATION IT HAS DEEMED
APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO SUCH
ASSIGNMENT AND ACCEPTANCE, (IV) SUCH ASSIGNEE WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE ASSIGNING LENDER, ADMINISTRATIVE AGENT 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 THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS, (V) SUCH ASSIGNEE APPOINTS AND
AUTHORIZES ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND
TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS
AS ARE DELEGATED TO ADMINISTRATIVE AGENT BY THE TERMS HEREOF AND THEREOF,
TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND (VI) SUCH
ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE
OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
ADMINISTRATIVE AGENT
AND LENDERS MAY FURNISH ANY INFORMATION CONCERNING ANY BORROWER OR OBLIGOR IN
THE POSSESSION OF ADMINISTRATIVE AGENT OR ANY LENDER FROM TIME TO TIME TO
ASSIGNEES AND PARTICIPANTS.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER
ENTITIES IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS (INCLUDING, WITHOUT LIMITATION, ALL
OR A PORTION OF ITS COMMITMENTS AND THE LOANS OWING TO IT AND ITS PARTICIPATION
IN THE LETTER OF CREDIT ACCOMMODATIONS, WITHOUT THE CONSENT OF ADMINISTRATIVE
AGENT OR THE OTHER LENDERS); PROVIDED, THAT, (I) SUCH LENDER'S OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS COMMITMENT HEREUNDER) AND THE
OTHER FINANCING AGREEMENTS SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN
SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH
OBLIGATIONS, AND BORROWERS, GUARANTORS, THE OTHER LENDERS AND ADMINISTRATIVE
AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION
WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
FINANCING AGREEMENTS, AND (III) THE PARTICIPANT SHALL NOT HAVE ANY RIGHTS UNDER
THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS (THE PARTICIPANT'S
RIGHTS AGAINST SUCH LENDER IN RESPECT OF SUCH PARTICIPATION TO BE THOSE SET
FORTH IN THE AGREEMENT EXECUTED BY SUCH LENDER IN FAVOR OF THE PARTICIPANT
RELATING THERETO) AND ALL AMOUNTS PAYABLE BY ANY BORROWER OR GUARANTOR HEREUNDER
SHALL BE DETERMINED AS IF SUCH LENDER HAD NOT SOLD SUCH PARTICIPATION.
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(F)
NOTHING IN THIS AGREEMENT SHALL PREVENT OR PROHIBIT ANY LENDER FROM
PLEDGING ITS LOANS HEREUNDER TO A FEDERAL RESERVE BANK IN SUPPORT OF BORROWINGS
MADE BY SUCH LENDERS FROM SUCH FEDERAL RESERVE BANK; PROVIDED, THAT, NO SUCH
PLEDGE SHALL RELEASE SUCH LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR
SUBSTITUTE ANY SUCH PLEDGEE FOR SUCH LENDER AS A PARTY HERETO.
(G)
BORROWERS AND GUARANTORS SHALL