IN CONNECTION THEREWITH SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO THE
SERVICER AND THE PARTICIPANTS.
In addition, each of the Participants shall have received a duly executed
Participation Certificate from the Servicer.
TERMINATION OF EXISTING LOAN FACILITY AGREEMENT.
SPONSOR SHALL HAVE TERMINATED
THE EXISTING LOAN FACILITY AGREEMENT.
EFFECTIVENESS OF THIS AGREEMENT.
UPON THIS AGREEMENT BECOMING EFFECTIVE
PURSUANT TO SECTIONS 13.1 AND 13.2, ALL EXISTING LOANS, EXISTING LOAN
COMMITMENTS AND EXISTING NOTES SHALL, TO THE EXTENT OUTSTANDING ON THE EFFECTIVE
DATE, BE DEEMED TO BE LOANS, LOAN COMMITMENTS AND NOTES, RESPECTIVELY,
OUTSTANDING UNDER THIS AGREEMENT AND SHALL NOT BE
DEEMED TO BE PAID, RELEASED, DISCHARGED OR OTHERWISE SATISFIED BY THE EXECUTION
OF THIS AGREEMENT, AND THIS AGREEMENT SHALL NOT CONSTITUTE A REFINANCING,
SUBSTITUTION OR NOVATION OF SUCH LOANS, LOAN COMMITMENTS AND NOTES, OR ANY OF
THE OTHER RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES HEREUNDER.
THE SERVICER
APPOINTMENT OF SERVICER AS AGENT.
TO THE EXTENT OF ITS OWNERSHIP INTEREST IN
THE LOANS, EACH PARTICIPANT HEREBY DESIGNATES SERVICER AS ITS AGENT TO
ADMINISTER ALL MATTERS CONCERNING THE LOANS AND TO ACT AS HEREIN SPECIFIED.
EACH PARTICIPANT HEREBY IRREVOCABLY AUTHORIZES THE SERVICER TO TAKE SUCH ACTIONS
ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT, THE OTHER OPERATIVE
DOCUMENTS, AND ALL OTHER INSTRUMENTS AND AGREEMENTS REFERRED TO HEREIN OR
THEREIN, AND TO EXERCISE SUCH POWERS AND TO PERFORM SUCH DUTIES HEREUNDER AND
THEREUNDER AS ARE SPECIFICALLY DELEGATED TO OR REQUIRED OF THE SERVICER BY THE
TERMS HEREOF AND THEREOF AND SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
THE SERVICER MAY PERFORM ANY OF ITS DUTIES HEREUNDER BY OR THROUGH ITS
AGENTS OR EMPLOYEES.
NATURE OF DUTIES OF SERVICER.
THE SERVICER SHALL HAVE NO DUTIES OR
RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE
OTHER OPERATIVE DOCUMENTS.
NONE OF THE SERVICER NOR ANY OF ITS RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY ACTION TAKEN OR
OMITTED BY IT AS SUCH HEREUNDER OR IN CONNECTION HEREWITH, UNLESS CAUSED BY ITS
OR THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE SERVICER SHALL NOT HAVE BY
REASON OF THIS AGREEMENT A FIDUCIARY RELATIONSHIP IN RESPECT OF ANY PARTICIPANT;
AND NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL BE SO
CONSTRUED AS TO IMPOSE UPON THE SERVICER ANY OBLIGATIONS IN RESPECT OF THIS
AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN.
LACK OF RELIANCE ON THE SERVICER.
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE SERVICER, EACH PARTICIPANT, TO THE
EXTENT IT DEEMS APPROPRIATE, HAS MADE AND SHALL CONTINUE TO MAKE (I) ITS OWN
INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE CREDIT
PARTIES IN CONNECTION WITH THE TAKING OR NOT TAKING OF ANY ACTION IN CONNECTION
HEREWITH, AND (II) ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE CREDIT
PARTIES, AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICER SHALL
HAVE NO DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO
PROVIDE ANY PARTICIPANT WITH ANY CREDIT OR