LENDER FROM TIME TO TIME. SUBJECT
TO THE LAST SENTENCE OF THIS SECTION 13.1(I), THE ENTRIES IN THE REGISTER SHALL
BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND
BORROWERS, AGENT AND LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE
REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT. THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY ADMINISTRATIVE BORROWER AND ANY LENDER AT
ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE NOTICE. IN THE CASE OF
AN ASSIGNMENT TO A QUALIFIED AFFILIATE OR QUALIFIED RELATED FUND PURSUANT TO
SECTION 13.1(C) AS TO WHICH AN ASSIGNMENT AND ACCEPTANCE IS NOT DELIVERED TO
AGENT, THE ASSIGNING LENDER SHALL, ACTING SOLELY FOR THIS PURPOSE AS A
NON-FIDUCIARY AGENT OF BORROWERS, MAINTAIN A REGISTER (THE "RELATED PARTY
REGISTER") COMPARABLE TO THE REGISTER ON BEHALF OF BORROWERS.
(J)
A REGISTERED LOAN (AND THE REGISTERED NOTE, IF ANY, EVIDENCING
THE SAME) MAY BE ASSIGNED OR SOLD IN WHOLE OR IN PART ONLY BY REGISTRATION OF
SUCH ASSIGNMENT OR SALE ON THE REGISTER OR THE RELATED PARTY REGISTER (AND EACH
REGISTERED NOTE SHALL EXPRESSLY SO PROVIDE). ANY ASSIGNMENT OR SALE OF ALL OR
PART OF SUCH REGISTERED LOAN (AND THE REGISTERED NOTE, IF ANY, EVIDENCING THE
SAME) MAY BE EFFECTED ONLY BY REGISTRATION OF SUCH ASSIGNMENT OR SALE ON THE
REGISTER OR THE RELATED PARTY REGISTER, TOGETHER WITH THE SURRENDER OF THE
REGISTERED NOTE, IF ANY, EVIDENCING THE SAME DULY ENDORSED BY (OR ACCOMPANIED BY
A WRITTEN INSTRUMENT OF ASSIGNMENT OR SALE DULY EXECUTED BY) THE HOLDER OF SUCH
REGISTERED NOTE, WHEREUPON, AT THE REQUEST OF THE DESIGNATED ASSIGNEE(S) OR
TRANSFEREE(S), ONE OR MORE NEW REGISTERED NOTES IN THE SAME AGGREGATE PRINCIPAL
AMOUNT SHALL BE ISSUED TO THE DESIGNATED ASSIGNEE(S) OR TRANSFEREE(S). PRIOR TO
THE REGISTRATION OF ASSIGNMENT OR SALE OF ANY REGISTERED LOAN (AND THE
REGISTERED NOTE, IF ANY
52
EVIDENCING THE SAME), AGENT AND BORROWERS SHALL TREAT THE PERSON IN WHOSE NAME
SUCH REGISTERED LOAN (AND THE REGISTERED NOTE, IF ANY, EVIDENCING THE SAME) IS
REGISTERED AS THE OWNER THEREOF FOR THE PURPOSE OF RECEIVING ALL PAYMENTS
THEREON, NOTWITHSTANDING NOTICE TO THE CONTRARY.
13.2
SUCCESSORS. THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
THE RESPECTIVE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES; PROVIDED, HOWEVER,
THAT BORROWERS MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR DUTIES HEREUNDER
WITHOUT THE LENDERS' PRIOR WRITTEN CONSENT AND ANY PROHIBITED ASSIGNMENT SHALL
BE ABSOLUTELY VOID AB INITIO. NO CONSENT TO ASSIGNMENT BY THE LENDERS SHALL
RELEASE ANY BORROWER FROM ITS OBLIGATIONS. A LENDER MAY ASSIGN THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS AND ITS RIGHTS AND DUTIES HEREUNDER AND THEREUNDER
PURSUANT TO SECTION 13.1 HEREOF AND, EXCEPT AS EXPRESSLY REQUIRED PURSUANT TO
SECTION 13.1 HEREOF, NO CONSENT OR APPROVAL BY ANY BORROWER IS REQUIRED IN
CONNECTION WITH ANY SUCH ASSIGNMENT.
14.
AMENDMENTS; WAIVERS.
14.1
AMENDMENTS AND WAIVERS. NO AMENDMENT OR WAIVER OF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT WITH