CEASE TO
BE A PARTY HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF
SUBSECTIONS 2.14, 2.15, 2.16 AND 9.6); PROVIDED THAT NO ASSIGNEE SHALL THEN BE
ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO SUBSECTIONS 2.13, 2.14, 2.15
OR 2.16
THAN THE ASSIGNING LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE
THEREUNDER IN RESPECT OF THE RIGHTS AND OBLIGATIONS ASSIGNED BY SUCH ASSIGNING
LENDER TO SUCH ASSIGNEE HAD NO SUCH ASSIGNMENT OCCURRED.
(IV)
THE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF COMPANY, SHALL MAINTAIN
AT ONE OF ITS OFFICES A COPY OF EACH ASSIGNMENT AND ASSUMPTION 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 PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS OF THE COMPANY THEREIN RECORDED, AND THE COMPANY, THE AGENT AND THE
LENDERS MAY 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 THE COMPANY AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME
TO TIME UPON REASONABLE PRIOR NOTICE.
THE AGENT SHALL PROVIDE A COPY OF THE
REGISTER TO THE COMPANY ON A MONTHLY BASIS.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION EXECUTED BY
AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED ADMINISTRATIVE
QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER HEREUNDER), THE
PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) OF THIS SUBSECTION
AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS
SUBSECTION, THE AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER.
(C) (I) ANY LENDER MAY, WITHOUT THE CONSENT OF THE COMPANY OR THE AGENT, SELL
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL
OR A PORTION OF SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING ALL OR A PORTION OF ITS COMMITMENTS AND THE LOANS OWING TO IT);
PROVIDED THAT (A) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, (B) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (C) THE COMPANY, THE AGENT ANY
SUB-AGENT AND THE OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH
SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND (D) SUCH LENDER SHALL HAVE GIVEN PRIOR WRITTEN NOTICE TO THE
COMPANY OF THE IDENTITY OF SUCH PARTICIPANT.
ANY AGREEMENT PURSUANT TO WHICH A
LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN
THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT; PROVIDED THAT SUCH