"REGISTER"). THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS OR
ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
LENDER AND AN ASSIGNEE CONSENTED TO BY CINERGY, THE ADMINISTRATIVE AGENT SHALL,
IF SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE
FORM OF EXHIBIT E 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 LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES
("PARTICIPANTS") IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS
COMMITMENT AND THE ADVANCES OWING TO IT); PROVIDED, HOWEVER, THAT (I) SUCH
LENDER'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS
COMMITMENT TO THE BORROWERS HEREUNDER) SHALL REMAIN UNCHANGED, (II) SUCH LENDER
SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE
OF SUCH OBLIGATIONS, (III) THE BORROWERS, THE ADMINISTRATIVE AGENT, THE LC BANK
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 (IV) THE HOLDER OF ANY SUCH PARTICIPATION, OTHER THAN AN AFFILIATE
OF SUCH LENDER, SHALL NOT BE ENTITLED TO REQUIRE SUCH LENDER TO TAKE OR OMIT TO
TAKE ANY ACTION HEREUNDER, EXCEPT ACTION (A) EXTENDING THE TIME FOR PAYMENT OF
INTEREST ON, OR THE PRINCIPAL AMOUNT OF, THE ADVANCES, UNREIMBURSED LC
DISBURSEMENTS, (B) INCREASING OR EXTENDING SUCH LENDER'S COMMITMENT OR REDUCING
THE RATE OF INTEREST PAYABLE ON THE ADVANCES, UNREIMBURSED LC DISBURSEMENTS,
(C) FORGIVING THE PAYMENT OF INTEREST ON OR PRINCIPAL OF THE ADVANCES,
UNREIMBURSED LC DISBURSEMENTS OR (D) REDUCING THE FACILITY FEE OR LETTER OF
CREDIT RISK PARTICIPATION FEE REFERRED TO IN SECTION 2.3 HEREOF.
EACH BORROWER
AGREES THAT IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT ARE DUE AND UNPAID, OR
SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME DUE AND PAYABLE UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT BY SUCH BORROWER OR ITS SUBSIDIARIES, EACH
PARTICIPANT SHALL BE DEEMED TO HAVE THE RIGHT OF SET-OFF IN RESPECT OF ITS
PARTICIPATING INTEREST IN AMOUNTS OWING UNDER THIS AGREEMENT TO THE SAME EXTENT
AS IF THE AMOUNT OF ITS PARTICIPATING INTEREST WERE OWING DIRECTLY TO IT AS A
LENDER UNDER THIS AGREEMENT; PROVIDED, THAT SUCH RIGHT OF SET-OFF SHALL BE
SUBJECT TO THE OBLIGATION OF SUCH PARTICIPANT TO SHARE WITH THE LENDERS, AND THE
LENDERS AGREE TO SHARE WITH SUCH PARTICIPANT, AS PROVIDED IN SECTION 2.14.
EACH
BORROWER ALSO AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS