OR THE PERFORMANCE OR
OBSERVANCE BY ANY LOAN PARTY OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS;
(III) SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THE OTHER LOAN
DOCUMENTS, TOGETHER WITH COPIES OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 7.2 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 THE ADMINISTRATIVE AGENT OR SUCH ASSIGNING 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 AND THE OTHER LOAN DOCUMENTS; (V) SUCH ASSIGNEE CONFIRMS THAT IT
IS AN ELIGIBLE ASSIGNEE; (VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES THE
ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND EXERCISE
SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE
AGENT BY THE TERMS THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE
LOAN DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS PRINCIPAL OFFICE 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 LENDERS AND THE
COMMITMENTS OF, 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 F.Y.I., THE
ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES UNDER THE LOAN
DOCUMENTS.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY ANY BORROWER ANY
LENDER 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 AND ASSIGNEE REPRESENTING THAT IT IS AN ELIGIBLE ASSIGNEE,
TOGETHER WITH THE 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 A HERETO, (I) ACCEPT SUCH ASSIGNMENT AND
ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER, AND
(III) GIVE PROMPT WRITTEN NOTICE THEREOF TO F.Y.I.
WITHIN FIVE BUSINESS DAYS
AFTER ITS RECEIPT OF SUCH NOTICE, F.Y.I., AT ITS EXPENSE, SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT IN EXCHANGE FOR EACH SURRENDERED NOTE
EVIDENCING PARTICULAR LOANS, A NEW NOTE EVIDENCING EACH SUCH LOANS PAYABLE TO
THE ORDER OF SUCH ELIGIBLE ASSIGNEE IN AN AMOUNT EQUAL TO SUCH LOANS ASSIGNED TO
IT AND, IF THE ASSIGNING LENDER HAS RETAINED ANY LOANS, A NEW NOTE EVIDENCING
EACH SUCH LOANS PAYABLE TO THE ORDER OF THE ASSIGNING LENDER IN THE