PARTY
OR ANY OTHER LENDER PARTY 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; (V) SUCH ASSIGNEE CONFIRMS
THAT IT IS AN ELIGIBLE ASSIGNEE; (VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES EACH
AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND
DISCRETION UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO SUCH AGENT BY THE TERMS
HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY
INCIDENTAL THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THIS
AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER OR AN ISSUING BANK, AS
THE CASE MAY BE.
(D)
THE PAYING AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN
SECTION 8.02 A COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO AND ACCEPTED
BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE
LENDER PARTIES AND THE COMMITMENT UNDER EACH FACILITY OF, AND PRINCIPAL AMOUNT
OF THE ADVANCES OWING UNDER EACH FACILITY TO, EACH LENDER PARTY FROM TIME TO
TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND
BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE BORROWER, THE AGENTS
AND THE LENDER PARTIES MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE
REGISTER AS A LENDER PARTY HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY AGENT OR ANY
LENDER PARTY AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
85
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ASSUMPTION EXECUTED BY AN
ASSIGNING LENDER PARTY AND AN ASSIGNEE, TOGETHER WITH ANY NOTE OR NOTES SUBJECT
TO SUCH ASSIGNMENT, THE PAYING AGENT SHALL, IF SUCH ASSIGNMENT AND ASSUMPTION
HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO,
(I) ACCEPT SUCH ASSIGNMENT AND ASSUMPTION, (II) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE BORROWER AND
EACH OTHER AGENT.
IN THE CASE OF ANY ASSIGNMENT BY A LENDER, WITHIN FIVE
BUSINESS DAYS AFTER ITS RECEIPT OF SUCH NOTICE, THE BORROWER, AT ITS OWN
EXPENSE, SHALL EXECUTE AND DELIVER TO THE PAYING AGENT IN EXCHANGE FOR THE
SURRENDERED NOTE OR NOTES A NEW NOTE TO THE ORDER OF SUCH ELIGIBLE ASSIGNEE IN
AN AMOUNT EQUAL TO THE COMMITMENT ASSUMED BY IT UNDER EACH FACILITY PURSUANT TO
SUCH ASSIGNMENT AND ASSUMPTION AND, IF ANY ASSIGNING LENDER HAS RETAINED A
COMMITMENT HEREUNDER UNDER SUCH FACILITY, A NEW NOTE TO THE ORDER OF SUCH
ASSIGNING LENDER IN AN AMOUNT EQUAL TO THE COMMITMENT RETAINED BY IT HEREUNDER.
SUCH NEW NOTE OR NOTES SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH SURRENDERED NOTE OR NOTES, SHALL BE DATED THE