EACH OF THE ADMINISTRATIVE AGENT AND
THE APPLICABLE MANAGING AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO SUCH AGENT BY THE
TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO;
AND (VII) SUCH PURCHASING COMMITTED LENDER AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THIS
AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A COMMITTED LENDER.
(E)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO
HEREIN 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 COMMITTED
LENDERS AND THE COMMITMENT OF, AND PRINCIPAL AMOUNT OF, EACH ADVANCE OWNED BY
EACH COMMITTED LENDER FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR, AND THE LENDERS, THE BORROWER AND THE MANAGING AGENTS MAY TREAT EACH
PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A COMMITTED LENDER HEREUNDER
FOR ALL PURPOSES OF THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY THE LENDERS, ANY MANAGING AGENT OR THE BORROWER AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(F)
SUBJECT TO THE PROVISIONS OF THIS SECTION 11.1, UPON THEIR
RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY A SELLING COMMITTED LENDER
AND A PURCHASING COMMITTED LENDER, THE ADMINISTRATIVE AGENT SHALL, IF SUCH
ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF
EXHIBIT C HERETO, ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, AND THE ADMINISTRATIVE
AGENT SHALL THEN (I) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER
AND (II) GIVE PROMPT NOTICE THEREOF TO EACH MANAGING AGENT.
(G)
ANY COMMITTED LENDER MAY, IN THE ORDINARY COURSE OF ITS BUSINESS
AT ANY TIME SELL TO ONE OR MORE PERSONS (EACH A "PARTICIPANT") PARTICIPATING
INTERESTS IN ITS PRO-RATA SHARE OF THE ADVANCES OF THE COMMITTED LENDERS OR ANY
OTHER INTEREST OF SUCH COMMITTED LENDER HEREUNDER.
NOTWITHSTANDING ANY SUCH
SALE BY A COMMITTED LENDER OF A PARTICIPATING INTEREST TO A PARTICIPANT, SUCH
COMMITTED LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, SUCH COMMITTED LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, AND THE BORROWER, THE CP LENDERS, THE
MANAGING AGENTS AND THE ADMINISTRATIVE AGENT SHALL CONTINUE TO DEAL SOLELY AND
DIRECTLY WITH SUCH COMMITTED LENDER IN CONNECTION WITH SUCH COMMITTED LENDER'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
EACH COMMITTED LENDER AGREES THAT
ANY AGREEMENT BETWEEN SUCH COMMITTED LENDER AND ANY SUCH PARTICIPANT IN RESPECT
OF SUCH PARTICIPATING INTEREST SHALL NOT RESTRICT SUCH COMMITTED LENDER'S RIGHT
TO AGREE TO ANY AMENDMENT, SUPPLEMENT, WAIVER OR MODIFICATION TO THIS AGREEMENT,
EXCEPT FOR ANY AMENDMENT, SUPPLEMENT, WAIVER OR MODIFICATION SET FORTH IN
SECTION 12.1 OF THIS AGREEMENT.
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(H)
EACH COMMITTED LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT