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 LOAN PARTIES AND THE CREDIT
PARTIES, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(IV)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
AGREEMENT EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE AND ANY WRITTEN
CONSENT TO SUCH ASSIGNMENT REQUIRED BY PARAGRAPH (B)(II) OF THIS SUBSECTION, THE
ADMINISTRATIVE AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AGREEMENT,
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.
(V)
ON OR PRIOR TO THE EFFECTIVE DATE OF ANY ASSIGNMENT PURSUANT TO
THIS SUBSECTION 13.12(B), THE ASSIGNING LENDER SHALL SURRENDER ANY OUTSTANDING
NOTES HELD BY IT OF WHICH ALL OR A PORTION IS BEING ASSIGNED.
ANY NOTES
SURRENDERED BY THE ASSIGNING LENDER SHALL BE RETURNED BY THE ADMINISTRATIVE
AGENT TO THE BORROWER MARKED "CANCELLED".
(C)
PARTICIPATIONS.
EACH LENDER MAY AT ANY TIME, WITHOUT THE CONSENT
OF, OR NOTICE TO THE BORROWER SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A
NATURAL PERSON OR THE BORROWER OR ANY AFFILIATES OF THE BORROWER) (EACH A
"PARTICIPANT") IN ALL OR A PORTION OF THE LENDERS' RIGHTS AND/OR OBLIGATIONS
UNDER THIS CREDIT AGREEMENT; PROVIDED, HOWEVER, THAT (I) THE LENDERS' RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (II) THE LENDERS SHALL
REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF
SUCH OBLIGATIONS, (III) THE BORROWER SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH THE ADMINISTRATIVE AGENT IN CONNECTION WITH ITS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, (IV) IN ANY BANKRUPTCY PROCEEDING IN RESPECT OF THE
BORROWER, THE ADMINISTRATIVE AGENT SHALL REMAIN AND BE, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE SOLE REPRESENTATIVE WITH RESPECT TO THE RIGHTS AND
OBLIGATIONS HELD IN ITS NAME (WHETHER SUCH RIGHTS OR OBLIGATIONS ARE FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANY PARTICIPANT) AND (V) NO PARTICIPANT SHALL HAVE
ANY RIGHT TO APPROVE ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT,
ANY NOTE OR ANY OTHER LOAN DOCUMENT OR TO CONSENT TO ANY DEPARTURE BY THE
BORROWER THEREFROM, EXCEPT TO THE EXTENT THAT ANY SUCH AMENDMENT, WAIVER OR
CONSENT WOULD (X) REDUCE THE PRINCIPAL OF, OR INTEREST ON, ANY OUTSTANDING LOAN,
IN EACH CASE TO THE EXTENT THE SAME IS SUBJECT TO SUCH PARTICIPATION, OR (Y)
POSTPONE ANY DATE FIXED FOR THE PAYMENT OF PRINCIPAL OF, OR INTEREST ON, ANY
OUTSTANDING LOAN, IN EACH CASE TO THE EXTENT THE SAME IS SUBJECT TO SUCH
PARTICIPATION.
IN THE CASE OF ANY SUCH PARTICIPATION, NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE LOAN DOCUMENTS, ALL AMOUNTS PAYABLE BY THE BORROWER
PURSUANT TO SECTION 4.1, SECTION 4.5 OR SECTION 4.6 SHALL BE DETERMINED AS IF
THE RELEVANT LENDER HAD NOT SOLD SUCH PARTICIPATION, AND A BORROWER SHALL NOT BE
OBLIGATED