FOR THIS
PURPOSE AS AN AGENT OF THE BORROWERS, SHALL MAINTAIN AT THE ADMINISTRATIVE
AGENT'S OFFICE A COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A
REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE
COMMITMENTS OF, AND 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 BORROWERS, 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.
ANY ASSIGNMENT OF ANY LOAN,
WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON APPROPRIATE
ENTRIES WITH RESPECT THERETO BEING MADE IN THE REGISTER (AND EACH NOTE SHALL
EXPRESSLY SO PROVIDE).
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE
BORROWERS, AT ANY
103
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
IN
ADDITION, AT ANY TIME THAT A REQUEST FOR A CONSENT OR A MATERIAL OR OTHER
SUBSTANTIVE CHANGE TO THE TERM LOAN DOCUMENTS IS PENDING, (I) ANY LENDER WISHING
TO CONSULT WITH OTHER LENDERS IN CONNECTION THEREWITH MAY REQUEST AND RECEIVE
FROM THE ADMINISTRATIVE AGENT A COPY OF THE REGISTER AND (II) UPON REQUEST OF
THE ADMINISTRATIVE AGENT AND RECEIPT OF A LIST OF THE NAMES OF EACH PERSON NAMED
AS A LENDER IN THE THEN CURRENT REGISTER, THE BORROWERS AND HOLDINGS WILL
IDENTIFY TO THE ADMINISTRATIVE AGENT EACH SUCH LENDER WHICH IS AN AFFILIATE OF
EITHER BORROWER OR HOLDINGS.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT
OF, OR NOTICE TO, ANY BORROWER OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS
TO ANY PERSON (OTHER THAN A NATURAL PERSON OR A BORROWER OR ANY SUBSIDIARY OF
ANY BORROWER) (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 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 BORROWERS, THE ADMINISTRATIVE AGENT 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
THAT DIRECTLY AFFECTS SUCH PARTICIPANT.
SUBJECT TO SUBSECTION (E) OF THIS
SECTION, THE BORROWERS AGREE THAT EACH PARTICIPANT SHALL BE ENTITLED TO