LOAN
DOCUMENT AND (B) THE ACQUISITION OF TITLE TO SUCH LENDER'S OBLIGATIONS PURSUANT
TO ANY FORECLOSURE OR OTHER EXERCISE OF REMEDIES BY SUCH PERSON SHALL BE SUBJECT
TO THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ALL RESPECTS
INCLUDING, WITHOUT LIMITATION, ANY CONSENT REQUIRED BY SUBSECTION 9.5; AND
(2) SUBJECT TO COMPLYING WITH THE PROVISIONS OF SUBSECTION 9.5(A), ASSIGN ALL OR
ANY PORTION OF ITS FUNDED LOANS TO AN ELIGIBLE ASSIGNEE WHICH IS A SUBSIDIARY OF
SUCH LENDER OR ITS PARENT COMPANY, TO ONE OR MORE OTHER LENDERS, OR TO A RELATED
FUND.
FOR PURPOSES OF THIS PARAGRAPH, A "RELATED FUND" SHALL MEAN, WITH RESPECT
TO ANY LENDER, A FUND OR OTHER INVESTMENT VEHICLE THAT INVESTS IN COMMERCIAL
LOANS AND IS MANAGED BY SUCH LENDER OR BY THE SAME INVESTMENT ADVISOR THAT
MANAGES SUCH LENDER OR BY AN AFFILIATE OF SUCH INVESTMENT ADVISOR.
(E)
RECORDING OF ASSIGNMENTS.
AGENT SHALL MAINTAIN AT ITS OFFICE IN
TORONTO, ONTARIO A COPY OF EACH ASSIGNMENT AND ACCEPTANCE AGREEMENT DELIVERED TO
IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF 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 PRESUMPTIVE EVIDENCE OF THE AMOUNTS DUE AND OWING TO
LENDERS IN THE ABSENCE OF MANIFEST ERROR.
BORROWER, AGENT AND EACH LENDER 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.
THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY BORROWER AND ANY LENDER, AT ANY REASONABLE
TIME UPON REASONABLE PRIOR NOTICE.
9.6
Set Off and Sharing of Payments.
In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, upon the occurrence and during the continuance of any Event of Default,
each Lender is hereby authorized by Borrower at any time or from time to time,
with reasonably prompt subsequent notice to Borrower (any prior or
contemporaneous notice being hereby expressly waived) to set off and to
appropriate and to apply any and all (a) balances held by such Lender at any of
its offices for the account of Borrower or any of its Subsidiaries (regardless
of whether such balances are then due to Borrower or its Subsidiaries), and
(b) other property at any time held or owing by such Lender to or for the credit
or for the account of Borrower or any of its Subsidiaries, against and on
account of any of the Obligations; except that no Lender shall exercise any such
right without the prior written consent of Agent.
Any Lender exercising its
right to set off shall purchase for cash (and the other Lenders shall sell)
interests in each of such other Lender's Pro Rata Share of the Obligations as
would be necessary to cause all Lenders to share the amount so set off