THAN ALL OF SUCH RIGHTS AND
OBLIGATIONS, SUCH LENDER AFTER ANY SUCH SALE SHALL RETAIN COMMITMENTS AND/OR
LOANS AND/OR L/C
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PARTICIPATING INTERESTS AGGREGATING AT LEAST $5,000,000 (OR SUCH LESSER AMOUNT
AS THE ADMINISTRATIVE AGENT AND THE BORROWER MAY DETERMINE).
UPON SUCH
EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE DATE
DETERMINED PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, (X) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH
ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER
WITH A COMMITMENT AS SET FORTH THEREIN, AND (Y) THE ASSIGNING LENDER THEREUNDER
SHALL, TO THE EXTENT OF THE INTEREST TRANSFERRED, AS REFLECTED IN SUCH
ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE REMAINING
PORTION OF A TRANSFEROR LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT,
SUCH TRANSFEROR LENDER SHALL CEASE TO BE A PARTY HERETO BUT SHALL CONTINUE TO BE
ENTITLED TO THE BENEFITS OF THE INDEMNIFICATION PROVISIONS SET FORTH IN
SUBSECTION 12.5).
(D)
THE ADMINISTRATIVE AGENT, WHICH FOR PURPOSES OF THIS SUBSECTION
12.6(D) ONLY SHALL BE DEEMED TO BE THE AGENT OF THE BORROWER, SHALL MAINTAIN AT
THE ADDRESS OF THE ADMINISTRATIVE AGENT REFERRED TO IN SUBSECTION 12.2 A COPY OF
EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER (THE "REGISTER")
FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE
COMMITMENTS OF, AND PRINCIPAL AMOUNTS OF THE LOANS OWING TO, EACH LENDER FROM
TIME TO TIME.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE
OF MANIFEST ERROR, AND THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF A
LOAN OR OTHER OBLIGATION HEREUNDER AS THE OWNER THEREOF FOR ALL PURPOSES OF THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS, NOTWITHSTANDING ANY NOTICE TO THE
CONTRARY.
ANY ASSIGNMENT OF ANY LOAN OR OTHER OBLIGATION HEREUNDER SHALL BE
EFFECTIVE ONLY UPON APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE
REGISTER.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY
LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
UPON RECORDING ANY ASSIGNMENT AND ACCEPTANCE IN RESPECT OF REVOLVING
CREDIT COMMITMENTS AND/OR REVOLVING CREDIT LOANS PURSUANT TO THIS SUBSECTION
12.6(D), THE ADMINISTRATIVE AGENT SHALL PROVIDE NOTICE OF THE ASSIGNMENT
PROVIDED FOR THEREIN, TOGETHER WITH A COPY OF SUCH ASSIGNMENT AND ACCEPTANCE, TO
THE CANADIAN FRONTING LENDER.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN
ASSIGNING LENDER AND AN ASSIGNEE (AND, IN THE CASE OF AN ASSIGNEE THAT IS NOT
THEN A LENDER OR AN AFFILIATE THEREOF, BY THE BORROWER AND THE ADMINISTRATIVE
AGENT), TOGETHER WITH PAYMENT TO THE ADMINISTRATIVE AGENT OF A REGISTRATION AND
PROCESSING FEE OF $4,000 IF THE ASSIGNEE IS NOT A LENDER PRIOR TO THE EXECUTION
OF SUCH SUPPLEMENT AND $1,000 OTHERWISE, THE ADMINISTRATIVE AGENT SHALL (I)
PROMPTLY ACCEPT