PRINCIPAL AMOUNT 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 BORROWER, 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 BORROWER, 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 THE 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 BORROWER, 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, THE BORROWER AGREES
THAT EACH PARTICIPANT SHALL BE 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