OBLIGATIONS IN ACCORDANCE WITH
SECTION 10.03(D).
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF THE BORROWER, SHALL MAINTAIN AT THE ADMINISTRATIVE AGENT'S OFFICE A
COPY OF EACH LENDER ASSIGNMENT AGREEMENT DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENT OF,
AND PRINCIPAL AMOUNT 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 AGENTS 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 AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE. IN ADDITION,
AT ANY TIME THAT A REQUEST FOR A CONSENT FOR A MATERIAL OR OTHER SUBSTANTIVE
CHANGE TO THE FINANCING DOCUMENTS IS PENDING, ANY LENDER MAY REQUEST AND RECEIVE
FROM THE ADMINISTRATIVE AGENT A COPY OF THE REGISTER.
(D)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR NOTICE TO,
THE BORROWER OR ANY AGENT, SELL PARTICIPATIONS TO ANY PERSON (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 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 AGENTS 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, WAIVER OR OTHER MODIFICATION
DESCRIBED IN THE FIRST PROVISO TO SECTION 10.01 (AMENDMENTS, ETC.) THAT DIRECTLY
AFFECTS SUCH PARTICIPANT. SUBJECT TO SECTION 10.03(E), THE BORROWER AGREES THAT
EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTION 4.01 (EURODOLLAR
RATE LENDING UNLAWFUL), SECTION 4.03 (INCREASED EURODOLLAR LOAN COSTS)
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AND SECTION 4.05 (FUNDING LOSSES), TO THE SAME EXTENT AS IF IT WERE A LENDER AND
HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO SECTION 10.03(B). TO THE
EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS
OF SECTION 10.14 (RIGHT OF SETOFF) AS THOUGH IT WERE A LENDER; PROVIDED SUCH
PARTICIPANT AGREES TO BE SUBJECT TO SECTION 3.15 (SHARING OF PAYMENTS) AS THOUGH
IT WERE A LENDER.
(E)
A PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER PAYMENT