COMMITMENTS, LC FACILITY PARTICIPATIONS AND
THE TERM LOANS OWING TO IT); PROVIDED THAT (A) SUCH LENDER'S OBLIGATIONS UNDER
THIS AGREEMENT SHALL REMAIN UNCHANGED, (B) SUCH LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS,
(C) SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH TERM LOAN FOR ALL PURPOSES
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (D) THE BORROWER, THE
ADMINISTRATIVE AGENT, THE LC FACILITY ISSUING BANK AND THE OTHER LENDERS SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
ANY AGREEMENT PURSUANT TO
WHICH A LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL
RETAIN THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT; PROVIDED THAT SUCH
AGREEMENT MAY PROVIDE THAT SUCH LENDER WILL NOT, WITHOUT THE CONSENT OF THE
PARTICIPANT, AGREE TO ANY AMENDMENT, MODIFICATION OR WAIVER THAT (1) REQUIRES
THE CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY PURSUANT TO THE PROVISO TO
THE SECOND SENTENCE OF SUBSECTION 10.1(A) AND (2) DIRECTLY AFFECTS SUCH
PARTICIPANT.
SUBJECT TO PARAGRAPH (C)(II) OF THIS SUBSECTION, THE BORROWER
AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF (AND SHALL
HAVE THE RELATED OBLIGATIONS UNDER) SUBSECTIONS 3.10, 3.11, 3.12, 3.13 AND 10.5
TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST BY
ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF THIS SUBSECTION.
TO THE EXTENT
PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS OF
SUBSECTION 10.7(B) AS THOUGH IT WERE A LENDER, PROVIDED THAT SUCH PARTICIPANT
SHALL BE SUBJECT TO SUBSECTION 10.7(A) AS THOUGH IT WERE A LENDER.
(II)
NO LOAN PARTY SHALL BE OBLIGATED TO MAKE
ANY GREATER PAYMENT UNDER SUBSECTION 3.10, 3.11 OR 10.5, OTHER THAN A GREATER
PAYMENT OF ADDITIONAL AMOUNTS UNDER SUBSECTION 3.11 IN RESPECT OF ANY UNITED
STATES WITHHOLDING TAXES IMPOSED PURSUANT TO SECTION 1441 OR 1442 OF THE CODE IN
CONNECTION WITH THE PAYMENT OF THE LC FACILITY FEES, THAN IT WOULD HAVE BEEN
OBLIGATED TO MAKE IN THE ABSENCE OF ANY PARTICIPATION, UNLESS THE SALE OF SUCH
PARTICIPATION IS MADE WITH THE PRIOR WRITTEN CONSENT OF THE BORROWER AND THE
BORROWER EXPRESSLY WAIVES THE BENEFIT OF THIS PROVISION AT THE TIME OF SUCH
PARTICIPATION.
NO PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SUBSECTION
3.11 TO THE EXTENT SUCH PARTICIPANT FAILS TO COMPLY WITH SUBSECTION 3.11(B)
AND/OR (C) OR TO PROVIDE THE FORMS AND CERTIFICATES REFERENCED THEREIN TO THE
LENDER THAT GRANTED SUCH PARTICIPATION AND SUCH FAILURE INCREASES THE OBLIGATION
OF THE BORROWER UNDER SUBSECTION 3.11.
(III)
SUBJECT TO PARAGRAPH (C)(II), ANY LENDER
OTHER THAN A CONDUIT LENDER MAY ALSO SELL PARTICIPATIONS ON TERMS OTHER THAN THE
TERMS SET FORTH IN PARAGRAPH (C)(I) ABOVE, PROVIDED SUCH PARTICIPATIONS ARE ON
TERMS AND TO PARTICIPANTS SATISFACTORY TO THE BORROWER AND THE BORROWER HAS
CONSENTED TO SUCH TERMS AND PARTICIPANTS IN WRITING.
(D)
ANY