OR AN ISSUING BANK, AS
APPLICABLE, HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT. THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY THE BORROWERS OR ANY BANK AT ANY REASONABLE TIME AND
FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE. SOLELY FOR PURPOSES OF THIS
SECTION 9.08(C) AND FOR TAX PURPOSES ONLY, THE AGENT (OR ITS DESIGNEE) SHALL BE
THE COMPANY'S AGENT FOR PURPOSES OF MAINTAINING THE REGISTER AND NOTATIONS OF
TRANSFER IN THE REGISTER. THE OBLIGATIONS ARE REGISTERED OBLIGATIONS AND THE
RIGHT, TITLE AND INTEREST OF ANY BANK OR ISSUING BANK AND/OR ITS ASSIGNEES IN
AND TO SUCH OBLIGATIONS SHALL BE TRANSFERABLE ONLY
UPON NOTATION OF SUCH
TRANSFER IN THE REGISTER (AND EACH NOTE SHALL EXPRESSLY SO PROVIDE). THIS
SECTION 9.08(C) SHALL BE CONSTRUED SO THAT THE OBLIGATIONS ARE AT ALL TIMES
MAINTAINED IN "REGISTERED FORM" WITHIN THE MEANING OF SECTIONS 163(F),
871(H)(2) AND 881(C)(2) OF THE INTERNAL REVENUE CODE AND ANY RELATED TREASURY
REGULATIONS.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
BANK AND AN ASSIGNEE REPRESENTING THAT (X) IT IS AN ELIGIBLE ASSIGNEE, AND, (Y)
IN THE CASE OF AN ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER A LOCAL CURRENCY
ADDENDUM, REPRESENTING THAT IT IS (OR ITS AFFILIATE, BRANCH OR AGENCY WHICH WILL
BE THE LOCAL CURRENCY BANK IS) AN ELIGIBLE LOCAL CURRENCY BANK UNDER THE TERMS
OF SUCH LOCAL CURRENCY ADDENDUM, THE AGENT SHALL, IF SUCH ASSIGNMENT AND
ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT C-1
HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE
BORROWERS.
(E)
EACH BANK MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES IN
ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND, ON A
PERCENTAGE BASIS EQUAL TO THE PERCENTAGE OF THE COMMITMENT SO PARTICIPATED, ANY
APPLICABLE LOCAL CURRENCY ADDENDUM (INCLUDING, WITHOUT LIMITATION, ALL OR A
PORTION OF ITS COMMITMENT AND THE ADVANCES OWING TO IT AND THE LETTER OF CREDIT
PARTICIPATIONS AND NOTE OR NOTES HELD BY IT); PROVIDED, HOWEVER, THAT (I) SUCH
BANK'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS
COMMITMENT TO THE BORROWERS HEREUNDER) AND ANY APPLICABLE LOCAL CURRENCY
ADDENDUM SHALL REMAIN UNCHANGED, (II) SUCH BANK SHALL REMAIN SOLELY RESPONSIBLE
TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH
BANK SHALL REMAIN THE HOLDER OF ANY SUCH NOTE AND LETTER OF CREDIT
PARTICIPATIONS AND THE MAKER OF ANY ADVANCE FOR ALL PURPOSES OF THIS AGREEMENT,
(IV) THE BORROWERS, THE AGENT, THE EURO-AGENT, ANY ISSUING BANK, ANY LOCAL
CURRENCY AGENT
AND THE OTHER BANKS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH SUCH BANK IN CONNECTION WITH SUCH BANK'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, AND (V) ANY AGREEMENT BETWEEN SUCH BANK AND ANY PARTICIPANT IN
CONNECTION WITH SUCH PARTICIPATING INTEREST SHALL NOT RESTRICT SUCH BANK'S RIGHT
TO AGREE TO ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY
APPLICABLE LOCAL