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 EACH BORROWER AND
ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(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 THE PARENT OR ANY OF THE PARENT'S
AFFILIATES OR SUBSIDIARIES) (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 COMMITMENT AND/OR THE LOANS (INCLUDING SUCH LENDER'S
PARTICIPATIONS IN L/C OBLIGATIONS AND/OR SWING LINE 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 APPLICABLE
BORROWERS, THE ADMINISTRATIVE AGENT, THE OTHER LENDERS AND THE L/C ISSUERS 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 11.01
THAT AFFECTS SUCH PARTICIPANT.
SUBJECT TO SUBSECTION (E) OF THIS SECTION, EACH
BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF
SECTIONS 3.01, 3.04 AND 3.05TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD
ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO SECTION 11.06(B).
TO THE EXTENT
PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS OF
SECTION 11.08AS THOUGH IT WERE A LENDER, PROVIDED SUCH PARTICIPANT AGREES TO BE
SUBJECT TO SECTION 2.13 AS THOUGH IT WERE A LENDER.
(E)
LIMITATIONS UPON PARTICIPANT RIGHTS.
A PARTICIPANT SHALL NOT BE
ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER SECTION 3.01 OR 3.04THAN 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 PARENT'S PRIOR WRITTEN CONSENT.
A PARTICIPANT
THAT WOULD BE A FOREIGN LENDER IF IT WERE A LENDER SHALL NOT BE ENTITLED TO THE
BENEFITS OF SECTION 3.01 UNLESS THE PARENT IS NOTIFIED OF THE PARTICIPATION SOLD
TO SUCH PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE
APPLICABLE BORROWER, TO COMPLY WITH SECTION 3.01(E) AS THOUGH IT WERE A LENDER.
(F)
CERTAIN PLEDGES.
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A
SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS