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 BORROWER, 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.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY BORROWER, AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
IN ADDITION, AT ANY TIME
THAT A REQUEST FOR A CONSENT FOR A MATERIAL OR SUBSTANTIVE CHANGE TO THE LOAN
DOCUMENTS IS PENDING, ANY LENDER MAY REQUEST AND RECEIVE FROM AGENT A COPY OF
THE REGISTER.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME,
WITHOUT THE CONSENT OF, OR NOTICE TO, BORROWER OR AGENT, SELL PARTICIPATIONS TO
ANY PERSON (OTHER THAN A NATURAL PERSON OR ANY LOAN PARTY OR ANY OF LOAN PARTY'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; 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) BORROWER, AGENT AND THE 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 AFFECTS SUCH
PARTICIPANT.
SUBJECT TO SUBSECTION (E) OF THIS SECTION, BORROWER AGREES THAT
EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 3.01, 3.04 AND
3.05 TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST BY
ASSIGNMENT PURSUANT TO SUBSECTION (B) OF THIS SECTION.
TO THE EXTENT PERMITTED
BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS OF SECTION 10.08
AS 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 3.04 THAN THE APPLICABLE LENDER WOULD HAVE BEEN
66
ENTITLED TO RECEIVE WITH RESPECT TO THE PARTICIPATION SOLD TO SUCH PARTICIPANT,
UNLESS THE SALE OF THE PARTICIPATION TO SUCH PARTICIPANT IS MADE