COMPLY WITH
THIS SECTION 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 (C) OF THIS SECTION.
(IV) THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF THE
BORROWERS, SHALL MAINTAIN AT ONE OF ITS OFFICES IN NEW YORK, NEW YORK, 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 REVOLVING
COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE LOANS, BAS 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 THE BORROWERS, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS 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 THE BORROWERS, ANY
ISSUING BANK AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(V) UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION EXECUTED BY
AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED ADMINISTRATIVE
QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER HEREUNDER), THE
PROCESSING AND RECORDATION FEE REFERRED TO IN THIS SECTION AND ANY WRITTEN
CONSENT TO SUCH ASSIGNMENT REQUIRED BY THIS SECTION, THE ADMINISTRATIVE AGENT
SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER.
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NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS IT HAS
BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(C)
(I) ANY LENDER MAY, WITHOUT THE CONSENT OF THE BORROWERS, THE
ADMINISTRATIVE AGENT, ANY ISSUING BANK OR THE SWINGLINE LENDER, GRANT
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") 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 AND
REIMBURSEMENT OBLIGATIONS IN RESPECT OF BAS AND LETTERS OF CREDIT 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, (C) THE BORROWERS, THE
ADMINISTRATIVE AGENT, 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 AND (D) UNLESS THE CANADIAN BORROWER
HAS RECEIVED A NOTICE OF SUCH PARTICIPATION, SUCH PARTICIPATION WILL NOT RESULT
IN PAYMENTS BY THE CANADIAN BORROWER IN RESPECT OF THE RIGHTS AND OBLIGATIONS
SUBJECT TO SUCH PARTICIPATION BEING SUBJECT TO WITHHOLDING TAXES UNDER THE LAWS
OF CANADA IN AN AMOUNT THAT EXCEEDS THE CANADIAN WITHHOLDING TAXES APPLICABLE TO
AMOUNTS PAYABLE BY THE CANADIAN BORROWER TO THE LENDER THAT GRANTED SUCH
PARTICIPATION. ANY AGREEMENT OR