PRINCIPAL AMOUNTS OF THE LOANS OWING TO,
EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND THE BORROWER, 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 AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY AND THE
TRANSFER OF ANY LOAN SHALL NOT BE RECOGNIZED EXCEPT TO THE EXTENT REFLECTED ON
THE REGISTER.
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.
THIS SECTION 10.06 IS INTENDED TO CAUSE THE LOANS TO BE TREATED
AS BEING IN REGISTERED FORM WITHIN THE MEANING OF U.S. TREASURY REGULATION
SECTION 103-1(C) AND WILL BE INTERPRETED IN ACCORDANCE WITH THAT INTENTION.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME,
WITHOUT THE CONSENT OF, OR NOTICE TO, THE BORROWERS OR THE ADMINISTRATIVE AGENT,
SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON OR ANY BORROWERS
OR ANY OF THE BORROWERS' AFFILIATES OR SUBSIDIARIES) (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 ITS COMMITMENT AND/OR THE LOANS (INCLUDING SUCH
LENDER'S PARTICIPATIONS IN SWINGLINE 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 ADMINISTRATIVE AGENT
AND THE LENDERS, ISSUING BANK AND SWINGLINE LENDER 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 DESCRIBED IN THE FIRST PROVISO TO
SECTION 10.01 THAT AFFECTS SUCH PARTICIPANT.
SUBJECT TO PARAGRAPH (E) OF THIS
SECTION, EACH BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE
BENEFITS OF SECTIONS 3.01, 3.04 AND 3.05 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 10.08 AS THOUGH IT WERE A LENDER, PROVIDED
SUCH PARTICIPANT AGREES TO BE SUBJECT TO SECTION 2.13 AS THOUGH IT WERE A
LENDER.
EACH LENDER THAT SELLS A PARTICIPATION, ACTING SOLELY FOR THIS PURPOSE
AS AN AGENT OF THE BORROWER, SHALL MAINTAIN A REGISTER ON WHICH IT ENTERS THE
NAME AND ADDRESS OF EACH PARTICIPANT AND THE PRINCIPAL AMOUNTS (AND STATED
INTEREST)