UNDER THIS AGREEMENT AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY
THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY
INCIDENTAL THERETO; AND (VII) SUCH DESIGNEE 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 LENDER.
(G)
UPON ITS RECEIPT OF A DESIGNATION AGREEMENT
EXECUTED BY A DESIGNATING LENDER AND A DESIGNEE REPRESENTING THAT IT IS A
DESIGNATED BIDDER, THE ADMINISTRATIVE AGENT SHALL, IF SUCH DESIGNATION AGREEMENT
HAS BEEN COMPLETED AND IS SUBSTANTIALLY IN THE FORM OF EXHIBIT D-2 HERETO,
(I) ACCEPT SUCH DESIGNATION AGREEMENT, (II) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE COMPANY.
(H)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT
ITS ADDRESS REFERRED TO IN SECTION 9.02 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE
AND EACH DESIGNATION AGREEMENT DELIVERED TO AND ACCEPTED BY IT AND A REGISTER
FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDER PARTIES AND, WITH
RESPECT TO LENDERS OTHER THAN DESIGNATED BIDDERS, THE COMMITMENT OF, AND
PRINCIPAL AMOUNT OF THE ADVANCES OWING 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 COMPANY, THE ADMINISTRATIVE
AGENT 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 COMPANY OR ANY LENDER PARTY AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(I)
EACH LENDER PARTY MAY SELL
PARTICIPATIONS IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS
COMMITMENTS, THE ADVANCES OWING TO IT AND ANY NOTE OR NOTES HELD BY IT) TO ANY
PERSON OTHER THAN ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES;
PROVIDED, HOWEVER, THAT (I) SUCH LENDER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ITS COMMITMENTS) SHALL REMAIN UNCHANGED,
(II) SUCH LENDER PARTY SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH LENDER PARTY SHALL
REMAIN THE HOLDER OF SUCH ADVANCES AND ANY SUCH NOTE FOR ALL PURPOSES OF THIS
AGREEMENT, (IV) EACH BORROWER, EACH AGENT AND THE OTHER LENDER PARTIES SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER PARTY IN CONNECTION WITH
SUCH LENDER PARTY'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND (V) NO
PARTICIPANT UNDER ANY SUCH PARTICIPATION SHALL HAVE ANY RIGHT TO APPROVE ANY
AMENDMENT OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT, OR ANY CONSENT TO ANY
DEPARTURE BY ANY LOAN PARTY THEREFROM, EXCEPT TO THE EXTENT THAT SUCH AMENDMENT,
WAIVER OR CONSENT WOULD REDUCE THE PRINCIPAL OF, OR INTEREST ON, THE ADVANCES OR
ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER, IN EACH CASE TO THE EXTENT