ACTING SOLELY FOR THIS
PURPOSE AS AN AGENT OF THE BORROWERS (AND SUCH AGENCY BEING SOLELY FOR TAX
PURPOSES), SHALL MAINTAIN AT THE ADMINISTRATIVE AGENT'S OFFICE A COPY OF EACH
ASSIGNMENT AND ASSUMPTION DELIVERED TO IT )OR THE EQUIVALENT THEREOF IN
ELECTRONIC FORM) AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES
OF THE LENDERS, AND THE COMMITMENTS OF, AND PRINCIPAL AMOUNTS (AND STATED
INTEREST) OF THE LOANS AND L/C OBLIGATIONS OWING TO, EACH LENDER PURSUANT TO THE
TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
UPON ITS RECEIPT OF A DULY
COMPLETED ASSIGNMENT AND ASSUMPTION EXECUTED BY AN ASSIGNING LENDER AND AN
ASSIGNEE, THE PROCESSING AND RECORDATION FEE REFERRED TO IN SUBSECTION (B) OF
THIS SECTION 10.06 AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY
SUBSECTION (B) OF THIS SECTION 10.06, THE ADMINISTRATIVE AGENT SHALL ACCEPT SUCH
ASSIGNMENT AND ASSUMPTION AND RECORD THE INFORMATION CONTAINED THEREIN IN THE
REGISTER.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, ABSENT DEMONSTRABLE
ERROR, AND THE BORROWERS, THE ADMINISTRATIVE AGENT 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 PURPOSES OF THIS AGREEMENT.
THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY THE BORROWERS 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, THE ADMINISTRATIVE AGENT, THE L/C
ISSUERS OR THE SWING LINE LENDER, SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN
A NATURAL PERSON, OR A HOLDING COMPANY, INVESTMENT VEHICLE OR TRUST FOR, OR
OWNED AND OPERATED FOR THE PRIMARY BENEFIT OF A NATURAL PERSON, A DEFAULTING
LENDER OR THE COMPANY OR ANY OF THE COMPANY'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 BORROWERS, THE ADMINISTRATIVE AGENT, THE 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.
FOR
THE AVOIDANCE OF DOUBT, EACH LENDER SHALL BE RESPONSIBLE FOR THE INDEMNITY UNDER
SECTION 10.04(C) WITHOUT REGARD TO THE EXISTENCE OF ANY PARTICIPATION.
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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 the other Loan Documents and to approve any
amendment, modification or waiver of any provision of this Agreement or the
other Loan Documents; provided
that such agreement or instrument may provide
that such Lender will not, without the consent of