OF THE
LOANS AND LC DISBURSEMENTS OWING TO, EACH BANK PURSUANT TO THE TERMS HEREOF FROM
TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE,
AND THE CO-BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS
MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO THE
TERMS HEREOF AS A BANK HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT,
NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY THE CO-BORROWERS, ANY ISSUING BANK AND ANY BANK, AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
EXECUTED BY AN ASSIGNING BANK AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED
ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A BANK
HEREUNDER), 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 SHALL ACCEPT SUCH
ASSIGNMENT AND ASSUMPTION 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 BANK MAY, WITHOUT THE CONSENT OF EITHER CO-BORROWER, THE
ADMINISTRATIVE AGENT, ANY ISSUING BANK, OR THE SWINGLINE BANK SELL
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL
OR A PORTION OF SUCH BANK'S RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS OWING TO IT);
PROVIDED THAT (A) SUCH BANK'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, (B) SUCH BANK SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS AND (C) THE CO-BORROWERS, THE
ADMINISTRATIVE AGENT, EACH ISSUING BANK AND THE OTHER BANKS SHALL CONTINUE TO
DEAL SOLELY AND DIRECTLY WITH SUCH BANK IN CONNECTION WITH SUCH BANK'S RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT.
ANY AGREEMENT OR INSTRUMENT PURSUANT
TO WHICH A BANK SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH BANK SHALL
RETAIN THE SOLE RIGHT TO ENFORCE THE LOAN DOCUMENTS AND TO APPROVE ANY
AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THE LOAN DOCUMENTS;
PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY PROVIDE THAT SUCH BANK WILL NOT,
WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE TO ANY AMENDMENT, MODIFICATION OR
WAIVER DESCRIBED IN SECTION 9.05(A) THAT AFFECTS SUCH PARTICIPANT.
SUBJECT TO
PARAGRAPH (C)(II) OF THIS SECTION, EACH CO-BORROWER AGREES THAT EACH PARTICIPANT
SHALL BE
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ENTITLED TO THE BENEFITS OF ARTICLE 8 TO THE SAME EXTENT AS IF IT WERE A BANK
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 9.04 AS THOUGH IT WERE A BANK, PROVIDED SUCH
PARTICIPANT AGREES TO BE SUBJECT TO THIS AGREEMENT AS THOUGH IT WERE A BANK.
(II)
A PARTICIPANT SHALL NOT BE ENTITLED