OBSERVANCE BY ANY BORROWER, ANY OF ITS
SUBSIDIARIES OR ANY OTHER OBLIGOR OF ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT HERETO;
(C)
SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED
A COPY OF THIS AGREEMENT, TOGETHER WITH COPIES OF THE MOST RECENT FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 9.3 AND SUCH OTHER DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO SUCH ASSIGNMENT AND ACCEPTANCE;
(D)
SUCH ASSIGNEE WILL INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE AGENT, SUCH ASSIGNING LENDER OR ANY OTHER LENDER, AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT DEEMS APPROPRIATE AT THE TIME, CONTINUE TO
MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS
AGREEMENT;
(E)
SUCH ASSIGNEE APPOINTS AND AUTHORIZES THE
AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND
DISCRETION UNDER THE CREDIT DOCUMENTS AS ARE DELEGATED TO THE AGENT BY THE TERMS
HEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL
THERETO; AND
(F)
SUCH ASSIGNEE AGREES THAT IT WILL PERFORM
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
ALL THE OBLIGATIONS WHICH ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
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14.1.3
REGISTER.
THE AGENT WILL MAINTAIN AT THE DENVER OFFICE
A REGISTER (THE "REGISTER") FOR THE RECORDATION OF (A) THE NAMES AND ADDRESSES
OF THE LENDERS AND THE ASSIGNEES WHICH ASSUME RIGHTS AND OBLIGATIONS PURSUANT TO
AN ASSIGNMENT UNDER SECTION 14.1.1, (B) 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
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 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, A NEW NOTE TO THE ORDER OF SUCH
ASSIGNEE IN A PRINCIPAL AMOUNT EQUAL TO THE APPLICABLE COMMITMENT AND A PORTION
OF THE LOANS 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