LENDER OF A PARTICIPATION IN
SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH PARAGRAPH (E) OF THIS SECTION.
(C)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN NEW
YORK CITY A COPY OF EACH ASSIGNMENT AND ACCEPTANCE 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 ABSENT DEMONSTRABLE ERROR, AND THE BORROWER AND
EACH CREDIT PARTY SHALL 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 AND ANY CREDIT PARTY, AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE
ASSIGNEE'S COMPLETED ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL
ALREADY BE A LENDER 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 ACCEPTANCE 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.
(E)
ANY LENDER MAY, WITHOUT THE CONSENT OF THE
BORROWER OR ANY CREDIT PARTY, SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER
FINANCIAL INSTITUTIONS (EACH SUCH BANK OR OTHER FINANCIAL INSTITUTION BEING
CALLED A "PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THE LOAN DOCUMENTS (INCLUDING ALL OR A PORTION OF ITS
REVOLVING COMMITMENT, LC EXPOSURE AND OUTSTANDING REVOLVING LOANS, A TERM LOANS,
B TERM LOANS AND ADDITIONAL TERM LOANS OWING TO IT), PROVIDED THAT (I) SUCH
LENDER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL REMAIN UNCHANGED, (II) SUCH
LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS AND (III) THE LOAN PARTIES AND THE CREDIT
PARTIES SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
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 THE LOAN DOCUMENTS AND TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER
OF ANY PROVISION OF ANY LOAN DOCUMENTS, PROVIDED THAT SUCH AGREEMENT OR
INSTRUMENT MAY PROVIDE THAT SUCH LENDER WILL NOT, WITHOUT THE CONSENT OF THE
PARTICIPANT, AGREE TO ANY AMENDMENT, MODIFICATION OR WAIVER DESCRIBED IN THE
FIRST PROVISO TO SECTION 10.2(B) THAT AFFECTS SUCH PARTICIPANT.
SUBJECT TO
PARAGRAPH (F) OF THIS SECTION, THE BORROWER AGREES