THEREIN IN THE REGISTER UNLESS AND UNTIL
SUCH PAYMENT SHALL HAVE BEEN MADE IN FULL, TOGETHER WITH ALL ACCRUED INTEREST
THEREON. NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS
IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH. THE ENTRIES
IN THE REGISTER SHALL BE CONCLUSIVE, AND THE BORROWERS, THE ADMINISTRATIVE AGENT
AND THE LENDERS 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
CREDIT AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY. THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY THE BORROWERS AND ANY LENDER, AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
PARTICIPATIONS. ANY LENDER MAY AT ANY TIME,
WITHOUT THE CONSENT OF, OR NOTICE TO, THE BORROWER OR THE ADMINISTRATIVE AGENT,
SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON OR THE BORROWER
OR ANY OF THE BORROWER'S AFFILIATES OR SUBSIDIARIES) (EACH, A "PARTICIPANT") IN
ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND/OR OBLIGATIONS UNDER THIS CREDIT
AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND/OR THE LOANS OWING
TO IT); PROVIDED THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS CREDIT AGREEMENT
SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE
OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS AND (III) THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH CREDIT PARTY SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS CREDIT AGREEMENT. ANY AGREEMENT OR INSTRUMENT PURSUANT TO
WHICH A LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL
RETAIN THE SOLE RIGHT TO ENFORCE THIS CREDIT AGREEMENT AND TO APPROVE ANY
AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS CREDIT AGREEMENT;
PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY PROVIDE THAT SUCH LENDER WILL
NOT, WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE TO ANY
48
AMENDMENT, MODIFICATION OR WAIVER DESCRIBED IN THE FIRST PROVISO IN SECTION
10.2(B) THAT DIRECTLY AFFECTS SUCH PARTICIPANT. SUBJECT TO PARAGRAPH (E) OF THIS
SECTION, THE BORROWERS AGREE THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE
BENEFITS OF SECTIONS 3.5, 3.6 AND 3.7 TO THE SAME EXTENT AS IF IT WERE A LENDER
AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF THIS
SECTION. TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED
TO THE BENEFITS OF SECTION 10.8 AS THOUGH IT WERE A LENDER, PROVIDED THAT SUCH
PARTICIPANT AGREES TO BE SUBJECT TO SECTION 2.9(C) AS THOUGH IT WERE A LENDER.
(E)
LIMITATIONS UPON PARTICIPANT RIGHTS. A
PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER SECTIONS
3.5 OR 3.7 THAN THE LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO
THE PARTICIPATION SOLD TO SUCH PARTICIPANT, UNLESS THE SALE OF THE PARTICIPATION
TO SUCH PARTICIPANT IS MADE WITH EACH BORROWER'S PRIOR WRITTEN CONSENT. A
PARTICIPANT THAT WOULD BE A FOREIGN LENDER IF IT WERE A LENDER