SUCH ASSIGNING LENDER OR ANY OTHER
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 ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE 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.
(D)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AGENT OF THE BORROWER
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 BORROWER 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
BORROWER AND ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
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 OR THE BORROWER IN CONNECTION WITH ACQUISITIONS OR
REPURCHASES OF LOANS BY THE BORROWER PURSUANT TO PURCHASE OFFERS OR PERMITTED
DEBT EXCHANGES UNDER SECTION 2.23 OR SECTION 2.24), 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 (E).
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(F)
EACH LENDER MAY, WITHOUT THE CONSENT OF THE BORROWER OR THE ADMINISTRATIVE
AGENT, 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 AND THE LOANS OWING TO IT); PROVIDED, HOWEVER, THAT
(I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED,
(II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR
THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE PARTICIPATING