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 THIS AGREEMENT; (VI) SUCH ASSIGNEE APPOINTS AND
AUTHORIZES EACH OF THE AGENTS TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS AS ARE DELEGATED TO SUCH AGENT BY THE TERMS HEREOF AND OF
THE OTHER LOAN DOCUMENTS, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL
THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH
THEIR TERMS ALL THE OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE REQUIRED
TO BE PERFORMED BY IT AS A LENDER.
(E)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AGENT OF THE
BORROWERS, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE CITY OF NEW YORK A COPY
OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER PURSUANT TO THE TERMS
HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR AND SSCC, THE BORROWERS, THE AGENTS,
THE FACING AGENTS AND THE LENDERS SHALL 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 SSCC, THE BORROWERS, ANY AGENT,
ANY FACING AGENT AND ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME
UPON REASONABLE PRIOR NOTICE.
(F)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE EXECUTED BY
AN ASSIGNING LENDER AND AN ASSIGNEE, TOGETHER WITH AN ADMINISTRATIVE
QUESTIONNAIRE COMPLETED IN RESPECT OF THE ASSIGNEE (UNLESS THE ASSIGNEE SHALL
ALREADY BE A LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO
IN PARAGRAPH (B) ABOVE AND THE WRITTEN CONSENT TO SUCH ASSIGNMENT OF ANY PERSON
WHOSE CONSENT IS REQUIRED PURSUANT TO PARAGRAPH (B) ABOVE, THE ADMINISTRATIVE
AGENT SHALL (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AND (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER.
NO ASSIGNMENT SHALL BE EFFECTIVE
UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH (F).
(G)
EACH LENDER MAY, WITHOUT THE CONSENT OF SSCC, ANY AGENT, ANY FACING AGENT
OR THE SWINGLINE LENDER, SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER
ENTITIES IN ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING ALL OR A PORTION OF ITS COMMITMENT, ITS DEPOSIT AND THE LOANS OWING
TO IT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL
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REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER
PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE PARTICIPATING
BANKS OR OTHER ENTITIES SHALL BE ENTITLED TO THE BENEFIT OF THE COST PROTECTION
PROVISIONS CONTAINED IN SECTIONS 2.14, 2.15,