OF,
AND PRINCIPAL AMOUNT OF THE LOANS AND LC DISBURSEMENTS OWING TO, EACH LENDER
PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR, AND THE BORROWERS, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS SHALL TREAT EACH PERSON
WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER
HEREUNDER FOR ALL
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PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS, THE ISSUING BANKS
AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE
PRIOR NOTICE.
(F)
UPON ITS RECEIPT OF (X) A DULY COMPLETED ASSIGNMENT AND
ASSUMPTION EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE OR (Y) TO THE EXTENT
APPLICABLE, AN AGREEMENT INCORPORATING AN ASSIGNMENT AND ASSUMPTION BY REFERENCE
PURSUANT TO A PLATFORM AS TO WHICH THE ADMINISTRATIVE AGENT AND THE PARTIES TO
THE ASSIGNMENT AND ASSUMPTION ARE PARTICIPANTS, THE ASSIGNEE'S COMPLETED
ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER
HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (C)(IV)
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;
PROVIDED THAT IF EITHER THE ASSIGNING LENDER OR THE ASSIGNEE SHALL HAVE FAILED
TO MAKE ANY PAYMENT REQUIRED TO BE MADE BY IT PURSUANT TO SECTION 2.05, 2.06(D)
OR (E), 2.07(B), 2.18(D) OR 9.03(C), THE ADMINISTRATIVE AGENT SHALL HAVE NO
OBLIGATION TO ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE INFORMATION
THEREIN IN THE REGISTER UNLESS AND UNTIL SUCH PAYMENT SHALL HAVE BEEN MADE IN
FULL, TOGETHER WITH ALL ACCRUED INTEREST THEREON.
NO ASSIGNMENT SHALL BE
EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS IT HAS BEEN RECORDED IN THE
REGISTER AS PROVIDED IN THIS PARAGRAPH.
(G)
(I)
ANY LENDER MAY, WITHOUT THE CONSENT OF THE BORROWERS,
ANY AGENT, ANY ISSUING BANK OR ANY SWINGLINE LENDER, SELL PARTICIPATIONS TO ONE
OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") (OTHER THAN AN INELIGIBLE
INSTITUTION) IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS REVOLVING COMMITMENT AND THE
LOANS OWING TO IT); PROVIDED THAT (A) SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (B) SUCH LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS
AND (C) THE BORROWERS, THE AGENTS, THE ISSUING BANKS 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