IS RECORDED IN THE REGISTER
PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY THE COMPANY, ANY ISSUING BANK AND ANY LENDER, AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE
PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) OF THIS SECTION AND
ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS
SECTION, THE ADMINISTRATIVE AGENT ACTING FOR ITSELF AND, IN ANY SITUATION
WHEREIN THE CONSENT OF THE COMPANY IS NOT REQUIRED, THE COMPANY SHALL ACCEPT
SUCH ASSIGNMENT AND ACCEPTANCE AND RECORD THE INFORMATION CONTAINED THEREIN IN
THE REGISTER.
NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT
UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(C)
(I) ANY LENDER MAY, WITHOUT THE CONSENT OF
THE COMPANY, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY SWINGLINE LENDER,
SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (A "LOAN
PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE 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 AND (C) THE BORROWERS,
THE AGENTS, EACH 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 OR INSTRUMENT (ORAL OR WRITTEN)
PURSUANT TO WHICH A LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH
LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; PROVIDED THAT (X) SUCH AGREEMENT
OR INSTRUMENT MAY PROVIDE THAT SUCH LENDER WILL
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NOT, WITHOUT THE CONSENT OF THE LOAN PARTICIPANT, AGREE TO ANY AMENDMENT,
MODIFICATION OR WAIVER DESCRIBED IN SECTION 9.04(A)(I) OR CLAUSES (I), (II),
(III), (IV), (V) OR (VI) OF THE FIRST PROVISO TO SECTION 9.08(B) THAT AFFECTS
SUCH LOAN PARTICIPANT AND (Y) NO OTHER AGREEMENT (ORAL OR WRITTEN) WITH RESPECT
TO SUCH PARTICIPATION MAY EXIST BETWEEN SUCH LENDER AND SUCH LOAN PARTICIPANT.
SUBJECT TO PARAGRAPH (C)(II) OF THIS SECTION, EACH OF THE BORROWERS AGREES THAT
EACH LOAN PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.15, 2.16
AND 2.17 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 LOAN PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS
OF SECTION 9.06 AS THOUGH IT WERE A LENDER, PROVIDED SUCH LOAN PARTICIPANT
AGREES TO BE