FURNISHED PURSUANT THERETO; (II) SUCH ASSIGNING LENDER
PARTY MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO THE FINANCIAL CONDITION OF ANY LOAN PARTY OR THE PERFORMANCE OR
OBSERVANCE BY ANY LOAN PARTY OF ANY OF ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT
OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO; (III) SUCH
ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH
COPIES OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.01 AND SUCH OTHER
DOCUMENTS AND INFORMATION AS 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 ANY AGENT, SUCH ASSIGNING
LENDER PARTY OR ANY OTHER LENDER PARTY 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; (V) SUCH
ASSIGNEE CONFIRMS THAT IT IS AN ELIGIBLE ASSIGNEE; (VI) SUCH ASSIGNEE APPOINTS
AND AUTHORIZES EACH AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS AND DISCRETION UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO
SUCH AGENT BY THE TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AND
DISCRETION AS ARE REASONABLY INCIDENTAL THERETO; AND (VII) SUCH ASSIGNEE AGREES
THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT
BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER OR
ISSUING BANK, AS THE CASE MAY BE.
(D)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE (BUT ONLY FOR THIS PURPOSE) AS THE AGENT OF THE BORROWER, SHALL MAINTAIN
AT ITS ADDRESS REFERRED TO IN SECTION 10.02 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 THE LENDER PARTIES AND THE COMMITMENT UNDER EACH
FACILITY OF, AND PRINCIPAL AMOUNT OF THE ADVANCES OWING UNDER EACH FACILITY TO,
EACH LENDER PARTY 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 AGENTS AND THE LENDER PARTIES MAY TREAT EACH PERSON
WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER PARTY HEREUNDER FOR ALL
PURPOSES OF THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
THE BORROWER OR ANY AGENT OR ANY LENDER PARTY AT ANY REASONABLE TIME AND FROM
TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND
ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER PARTY AND AN ASSIGNEE, TOGETHER WITH
ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL, IF
SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE
FORM OF EXHIBIT C HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD
THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE
THEREOF TO THE BORROWER AND EACH OTHER AGENT.
IN