(INCLUDING WITHOUT
LIMITATION, ITS COMMITMENTS TO MAKE LOANS HEREUNDER) AND THE OTHER LOAN
DOCUMENTS SHALL REMAIN UNCHANGED; (B) SUCH LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS,
AND BORROWER, 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 LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND (C) A
PARTICIPANT SHALL NOT BE ENTITLED TO REQUIRE SUCH LENDER TO TAKE OR OMIT TO TAKE
ANY ACTION HEREUNDER EXCEPT THAT A PARTICIPANT THAT IS AN AFFILIATE OR APPROVED
FUND OF THE PARTICIPATING LENDER MAY REQUIRE SUCH LENDER TO OBTAIN SUCH
PARTICIPANT'S APPROVAL BEFORE SUCH PARTICIPATING LENDER APPROVES ANY (I) ACTION
DIRECTLY EFFECTING AN EXTENSION OF THE MATURITY DATES OR DECREASE IN THE
PRINCIPAL AMOUNT OF THE LOANS, (II) ACTION DIRECTLY EFFECTING AN EXTENSION OF
THE DUE DATES OR A DECREASE IN THE RATE OF INTEREST PAYABLE ON THE LOANS OR THE
FEES PAYABLE UNDER THIS LOAN AGREEMENT, OR (III) ACTIONS DIRECTLY EFFECTING A
RELEASE OF ALL OR A SUBSTANTIAL
50
PORTION OF THE COLLATERAL OR ANY CREDIT PARTY (EXCEPT AS SET FORTH IN THIS LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT).
(V)
IN THE EVENT THAT ANY LENDER SELLS PARTICIPATIONS IN A REGISTERED
LOAN, SUCH LENDER SHALL, ON BEHALF OF AND ACTING SOLELY FOR THIS PURPOSE AS A
NON-FIDUCIARY AGENT OF BORROWER, MAINTAIN A REGISTER ON WHICH IT ENTERS THE NAME
OF ALL PARTICIPANTS IN THE REGISTERED LOANS HELD BY IT AND THE PRINCIPAL AMOUNT
(AND STATED INTEREST THEREON) OF THE PORTION OF THE REGISTERED LOAN WHICH IS THE
SUBJECT OF THE PARTICIPATION (THE "PARTICIPANT REGISTER").
A REGISTERED LOAN
MAY BE PARTICIPATED IN WHOLE OR IN PART ONLY BY REGISTRATION OF SUCH
PARTICIPATION ON THE PARTICIPANT REGISTER (AND EACH REGISTERED NOTE SHALL
EXPRESSLY SO PROVIDE).
ANY PARTICIPATION OF SUCH REGISTERED LOAN MAY BE
EFFECTED ONLY BY THE REGISTRATION OF SUCH PARTICIPATION ON THE PARTICIPANT
REGISTER.
THE PARTICIPANT REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
BORROWER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
FURTHER, ANY LENDER SHALL HAVE THE RIGHT, WITHOUT NOTICE OR THE PAYMENT
OF AN ASSIGNMENT FEE, TO ENCUMBER OR HYPOTHECATE ITS INTEREST TO ANY FUNDING
SOURCE OR PARTICIPANT (COLLECTIVELY, FOR PURPOSES OF THIS PARAGRAPH, A "FUNDING
SOURCE") AS LONG AS SUCH FUNDING SOURCE MAINTAINS A "BLIND" STATUS AND SUCH
LENDER CONTINUES TO ACT IN ITS CAPACITY AS A LENDER HEREUNDER NOTWITHSTANDING
THE FUNDING SOURCE.
(VI)
EXCEPT TO THE EXTENT SET FORTH IN SECTION 3.8(T)(IV) ABOVE,
NEITHER ANY PARTICIPANT OF A REGISTERED LOAN NOR ANY FUNDING SOURCE SHALL BE
ENTITLED TO THE BENEFITS, OR SUBJECT TO THE REQUIREMENTS AND OBLIGATIONS, OF
THIS LOAN AGREEMENT, AND BORROWER AND ADMINISTRATIVE AGENT MAY CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH THE PARTICIPATING, ENCUMBERING OR HYPOTHECATING LENDER.
(U)
INTEGRATION.
THIS LOAN AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, CONSTITUTES THE ENTIRE UNDERSTANDING AND REPRESENTS THE FULL AND
FINAL AGREEMENT BETWEEN THE PARTIES WITH