BORROWER
AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.10,
2.11 AND 5.4 TO THE SAME EXTENT AS IF IT WERE A LENDER AND PROVIDED THAT SUCH
PARTICIPANT AGREES TO BE SUBJECT TO THE REQUIREMENTS OF THOSE SECTIONS AS THOUGH
IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO CLAUSE
(B) OF THIS SECTION 13.6.
TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO
SHALL BE ENTITLED TO THE BENEFITS OF SECTION 13.8(B) AS THOUGH IT WERE A LENDER,
PROVIDED SUCH PARTICIPANT AGREES TO BE SUBJECT TO SECTION 13.8(A) AS THOUGH IT
WERE A LENDER.
(II)
A PARTICIPANT SHALL NOT BE
ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER SECTION 2.10, 2.11 OR 5.4 THAN THE
APPLICABLE LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE
PARTICIPATION SOLD TO SUCH PARTICIPANT, UNLESS THE SALE OF THE PARTICIPATION TO
SUCH PARTICIPANT IS MADE WITH THE BORROWER'S PRIOR WRITTEN CONSENT (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD).
EACH LENDER THAT SELLS A
PARTICIPATION SHALL, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF THE BORROWER,
MAINTAIN A REGISTER ON WHICH IT ENTERS THE NAME AND ADDRESS OF EACH PARTICIPANT
AND THE PRINCIPAL AMOUNTS OF EACH PARTICIPANT'S INTEREST IN THE LOANS OR OTHER
OBLIGATIONS UNDER THIS AGREEMENT (THE "PARTICIPANT REGISTER").
THE ENTRIES IN
THE PARTICIPANT REGISTER SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR, AND SUCH
LENDER SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE PARTICIPANT
REGISTER AS THE OWNER OF SUCH LOAN OR OTHER OBLIGATION HEREUNDER AS THE OWNER
THEREOF FOR ALL PURPOSES OF THIS AGREEMENT NOTWITHSTANDING ANY NOTICE TO THE
CONTRARY.
ANY SUCH PARTICIPANT REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
THE ADMINISTRATIVE AGENT AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(D)
ANY LENDER MAY, WITHOUT THE CONSENT
OF THE BORROWER OR THE ADMINISTRATIVE AGENT, AT ANY TIME PLEDGE OR ASSIGN A
SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO
SECURE OBLIGATIONS OF SUCH LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE
OBLIGATIONS TO A FEDERAL RESERVE BANK, AND THIS SECTION 13.6 SHALL NOT APPLY TO
ANY SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST, PROVIDED THAT NO SUCH
PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF
ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH
LENDER AS A PARTY HERETO.
THE BORROWER HEREBY AGREES THAT, UPON REQUEST OF ANY
LENDER AT ANY TIME AND FROM TIME TO TIME AFTER THE BORROWER HAS MADE ITS INITIAL
BORROWING HEREUNDER, THE BORROWER SHALL PROVIDE TO SUCH LENDER, AT THE
BORROWER'S OWN EXPENSE, A PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT H, EVIDENCING THE LOANS, OWING TO SUCH LENDER.
(E)
SUBJECT TO SECTION 13.16, THE
BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT, SECURED CREDITOR
OF SUCH LENDER OR ASSIGNEE (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE
ANY AND ALL FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE
BORROWER AND ITS AFFILIATES