transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of this Section
10.04.
(C)
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS
PURPOSE AS AN AGENT OF THE BORROWERS, SHALL MAINTAIN AT ONE OF ITS OFFICES IN
STAMFORD, CONNECTICUT 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 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, AND BORROWERS,
THE ADMINISTRATIVE AGENT, THE ISSUING BANK 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 BORROWERS, THE
ISSUING BANK, THE COLLATERAL AGENT, THE SWINGLINE LENDER AND ANY LENDER (WITH
RESPECT TO ITS OWN INTEREST ONLY), 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, THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR
THE SWINGLINE LENDER SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL
PERSON OR A BORROWER OR ANY OF SUCH BORROWER'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 OWING TO IT); PROVIDED THAT (I) SUCH LENDER'S OBLIGATIONS UNDER
THIS AGREEMENT SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN
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SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH
OBLIGATIONS, (III) BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS AND
ISSUING BANK SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
(IV) NO ADDITIONAL OBLIGATIONS OF ANY BORROWER ARE CREATED AS A RESULT OF SUCH
PARTICIPATION.
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 the 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 clause
(i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such
Participant.
Subject to paragraph (e) of this Section, each Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.12, 2.13
and 2.15 (subject to the requirements of those Sections) to the same extent