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 BORROWERS, SHALL MAINTAIN AT ONE OF ITS
OFFICES IN STAMFORD, CONNECTICUT A COPY OF EACH ASSIGNMENT AND ACCEPTANCE
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 TERM LOANS
OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE IN THE ABSENCE OF
MANIFEST ERROR, AND BORROWERS, THE ADMINISTRATIVE AGENT 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 ADMINISTRATIVE AGENT, THE COLLATERAL AGENT 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, BORROWERS OR THE ADMINISTRATIVE AGENT,
SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON OR BORROWERS OR
ANY OF BORROWERS' 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 TERM 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) BORROWERS, THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT.
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;
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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, Borrowers agree 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 as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section.
To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to