IS MADE WITH THE BORROWER'S PRIOR WRITTEN CONSENT.
EXCEPT IN THE CASE OF AN
ASSIGNMENT TO A LENDER, AN AFFILIATE OF A LENDER, OR AN APPROVED FUND
98
WITH RESPECT TO A LENDER, ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS PARAGRAPH SHALL
BE TREATED FOR PURPOSES OF THIS AGREEMENT AS A SALE BY SUCH LENDER OF A
PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH SECTION 9.1D.
C.
THE REGISTER.
THE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN NEW YORK A COPY
OF EACH ASSIGNMENT AGREEMENT DELIVERED TO IT AND A REGISTER FOR THE RECORDATION
OF THE NAMES AND ADDRESSES OF THE LENDERS AND PRINCIPAL AMOUNTS OF THE LOANS
(EACH, A "REGISTERED LOAN") OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF
FROM TIME TO TIME (THE "REGISTER").
THE AGENT WILL RECORD ALL TRANSFERS OF THE
LOANS, OR ANY PORTION THEREOF, IN THE REGISTER.
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR, AND THE BORROWER, THE 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 AGREEMENT,
NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY THE BORROWER AND LENDERS 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, THE AGENT OR ANY OTHER LENDER, SELL
PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON OR THE BORROWER OR
SPONSOR GUARANTOR OR ANY OF THE AFFILIATES OR SUBSIDIARIES OF THE BORROWER OR
SPONSOR GUARANTOR) (EACH, A "PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S
RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF
THE LOANS OWING TO IT); PROVIDED THAT
(I)
SUCH LENDER'S OBLIGATIONS UNDER THIS 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 AGENT 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 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 or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, Modification or waiver with respect to any action
(i) effecting the extension of the final maturity of the
Loan allocated to such
participation, (ii) effecting a reduction of the principal amount of or
affecting the rate of interest payable on any Loan or any fee allocated to such