AGENT, 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; (V) SUCH ASSIGNEE CONFIRMS THAT IT IS AN ELIGIBLE ASSIGNEE;
(VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES 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 AGENT BY THE TERMS HEREOF, 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 WHICH
BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
(D)
AGENT SHALL MAINTAIN AT ITS PRINCIPAL OFFICE A COPY OF EACH
ASSIGNMENT AND ACCEPTANCE DELIVERED TO AND ACCEPTED BY IT AND A RECORD OF THE
NAMES AND ADDRESSES OF THE LENDER PARTIES AND THE COMMITMENT OF, AND PRINCIPAL
AMOUNT OF THE ADVANCES OWING TO, EACH LENDER FROM TIME TO TIME (THE
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND BINDING FOR
ALL PURPOSES, ABSENT MANIFEST ERROR, AND BORROWER, AGENT AND LENDER PARTIES MAY
TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER HEREUNDER
FOR ALL PURPOSES
93
OF THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY BORROWER
OR LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN
ASSIGNING LENDER AND AN ASSIGNEE, TOGETHER WITH ANY NOTE OR NOTES SUBJECT TO
SUCH ASSIGNMENT, AGENT SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN
COMPLETED AND IS IN SUBSTANTIALLY THE FORM AS REQUIRED BY THIS AGREEMENT,
(I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO BORROWER AND
EACH LENDER.
IN THE CASE OF ANY ASSIGNMENT BY LENDER, WITHIN FIVE BUSINESS DAYS
AFTER ITS RECEIPT OF SUCH NOTICE, BORROWER, AT ITS OWN EXPENSE, SHALL EXECUTE
AND DELIVER TO 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 PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE ASSIGNING LENDER
HAS RETAINED A COMMITMENT HEREUNDER, A NEW NOTE TO THE ORDER OF THE 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 EFFECTIVE
DATE OF SUCH ASSIGNMENT AND ACCEPTANCE AND SHALL OTHERWISE BE IN SUBSTANTIALLY
THE FORM OF THE NOTE OR NOTES SO SURRENDERED.
(F)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE PERSONS (OTHER
THAN ANY LENDER PARTY OR ANY OF ITS AFFILIATES) IN OR TO ALL OR A PORTION OF