THE PERCENTAGE INTEREST OF EACH LENDER,
AND (C) THE AMOUNT 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 BORROWERS, THE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
REGISTERED THEREIN FOR ALL PURPOSES AS A PARTY TO THIS AGREEMENT.
THE REGISTER
WILL BE AVAILABLE FOR INSPECTION BY THE BORROWERS OR ANY LENDER AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
14.1.4
ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION.
UPON ITS
RECEIPT OF A COMPLETED ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
LENDER, AN ASSIGNEE AND THE PARENT, IF APPLICABLE, TOGETHER WITH THE NOTE (IF
ANY) SUBJECT TO SUCH ASSIGNMENT, AND THE PROCESSING AND RECORDATION FEE REFERRED
TO IN SECTION 14.1.1, THE AGENT WILL (A) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE,
(B) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER, AND (C) GIVE
PROMPT NOTICE THEREOF TO THE BORROWERS.
WITHIN FIVE (5) BANKING DAYS AFTER
RECEIPT OF NOTICE, THE BORROWERS, AT THEIR OWN EXPENSE, WILL EXECUTE AND DELIVER
TO THE AGENT, IN EXCHANGE FOR THE SURRENDERED NOTE (IF ANY), A NEW NOTE (IF
REQUESTED BY SUCH ASSIGNEE) TO THE ORDER OF SUCH ASSIGNEE IN A PRINCIPAL AMOUNT
EQUAL TO THE APPLICABLE COMMITMENT ASSUMED BY IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE AND, IF THE ASSIGNING LENDER HAS RETAINED A COMMITMENT AND A PORTION
OF THE LOANS, A NEW NOTE (IF REQUESTED BY SUCH ASSIGNING LENDER) TO THE ORDER OF
SUCH ASSIGNING LENDER IN A PRINCIPAL AMOUNT EQUAL TO THE APPLICABLE COMMITMENT.
SUBJECT TO THE FOREGOING, SUCH NEW NOTE WILL BE IN AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SURRENDERED NOTE, AND WILL BE
DATED THE DATE OF THE SURRENDERED NOTE WHICH IT REPLACES.
14.1.5
FEDERAL RESERVE BANK.
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION 14, ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN ALL
OR ANY PORTION OF SUCH LENDER'S RIGHTS UNDER THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS TO A FEDERAL RESERVE BANK; PROVIDED, HOWEVER, THAT NO SUCH PLEDGE OR
ASSIGNMENT WILL RELEASE SUCH LENDER FROM SUCH LENDER'S OBLIGATIONS HEREUNDER OR
UNDER ANY OTHER CREDIT DOCUMENT.
14.1.6
FURTHER ASSURANCES.
THE OBLIGORS SHALL SIGN SUCH
DOCUMENTS AND TAKE SUCH OTHER ACTIONS FROM TIME TO TIME REASONABLY REQUESTED BY
AN ASSIGNEE TO ENABLE IT TO SHARE IN THE BENEFITS OF THE RIGHTS CREATED BY THE
CREDIT DOCUMENTS.
14.2
Credit Participants.
Each Lender may, without
the consent of the Borrowers or the Agent, in compliance with Applicable Laws in
connection with such participation, sell to one
86
or more commercial banks or other financial institutions (each a "Credit
Participant") participations in all or a portion of its interests, rights and
obligations under this Agreement and the other Credit Documents (including all
or a portion of its Commitment, and the portion of the Loans owing to it and the
Note held by it); provided, however, that:
(A)
SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT