RECORDATION OF THE
NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENT OF, AND THE PRINCIPAL
AMOUNT OF THE LOAN OWING TO, AND THE NOTES, IF ANY, EVIDENCING SUCH LOAN OWNED
BY, EACH LENDER FROM TIME TO TIME.
ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, EACH OF THE CREDIT PARTIES, AGENT AND THE LENDERS
SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN SUCH REGISTER AS THE OWNER OF
THE LOAN, THE NOTES AND THE COMMITMENTS RECORDED THEREIN FOR ALL PURPOSES OF
THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR
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INSPECTION BY BORROWER OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, NO ASSIGNMENT UNDER SECTION 12.2(A) OF ANY RIGHTS OR
OBLIGATIONS UNDER OR IN RESPECT OF THE LOAN OR THE NOTES EVIDENCING SUCH LOAN
SHALL BE EFFECTIVE UNLESS AND UNTIL (I) AGENT SHALL HAVE RECORDED THE ASSIGNMENT
PURSUANT TO SECTION 12.2(C) AND (II) THE ASSIGNOR LENDER OR THE TRANSFEREE HAS
PAID TO AGENT A PROCESSING FEE (NOT AT THE EXPENSE OF ANY CREDIT PARTY) IN THE
AMOUNT OF $3,500 (PROVIDED NO SUCH PROCESSING FEE SHALL BE REQUIRED TO BE PAID
IN CONNECTION WITH AN ASSIGNMENT BY A LENDER TO ANOTHER LENDER, AN ELIGIBLE
ASSIGNEE THAT IS AN AFFILIATE OF SUCH LENDER OR A RELATED FUND OF SUCH LENDER).
UPON ITS RECEIPT OF A LENDER ADDITION AGREEMENT EXECUTED BY AN ASSIGNING LENDER
AND AN TRANSFEREE, AGENT SHALL (I) PROMPTLY ACCEPT SUCH LENDER ADDITION
AGREEMENT AND (II) ON THE EFFECTIVE DATE DETERMINED PURSUANT THERETO RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER AND GIVE PROMPT NOTICE OF SUCH
ACCEPTANCE AND RECORDATION TO THE LENDERS AND BORROWER.
ON OR PRIOR TO SUCH
EFFECTIVE DATE, THE ASSIGNING LENDER SHALL SURRENDER ANY OUTSTANDING NOTES HELD
BY IT ALL OR A PORTION OF WHICH ARE BEING ASSIGNED, AND BORROWER, AT ITS OWN
EXPENSE, SHALL, UPON THE REQUEST OF AGENT, THE ASSIGNING LENDER OR THE
TRANSFEREE, AS APPLICABLE, EXECUTE AND DELIVER TO AGENT, WITHIN FIVE
(5) BUSINESS DAYS OF ANY REQUEST, NEW NOTES TO REFLECT THE INTEREST HELD BY THE
ASSIGNING LENDER AND ITS TRANSFEREE.
(E)
EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 12.2, NO LENDER SHALL, AS BETWEEN BORROWER AND THAT LENDER, BE RELIEVED
OF ANY OF ITS OBLIGATIONS HEREUNDER AS A RESULT OF ANY SALE, ASSIGNMENT,
TRANSFER OR NEGOTIATION OF, OR GRANTING OF PARTICIPATIONS IN, ALL OR ANY PART OF
THE LOAN OR OTHER OBLIGATIONS OWED TO SUCH LENDER.
EACH LENDER MAY FURNISH ANY
INFORMATION CONCERNING THE CREDIT PARTIES IN THE POSSESSION OF THAT LENDER FROM
TIME TO TIME TO ASSIGNEES AND PARTICIPANTS (INCLUDING PROSPECTIVE ASSIGNEES AND
PARTICIPANTS), SUBJECT TO CONFIDENTIALITY REQUIREMENTS, IF ANY, HEREUNDER.
(F)
NOTWITHSTANDING ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, ANY LENDER MAY AT ANY TIME CREATE A SECURITY INTEREST
IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE LOAN OWING TO IT AND THE NOTES HELD BY IT AND THE OTHER LOAN