FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNT OF THE 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 EACH BORROWER, 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.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION
BY ANY BORROWER AND ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, AN ADMINISTRATIVE QUESTIONNAIRE
COMPLETED IN RESPECT OF THE ASSIGNEE (UNLESS THE ASSIGNEE SHALL ALREADY BE A
LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH
(B) ABOVE AND, IF REQUIRED, THE WRITTEN CONSENT OF CBS, THE ADMINISTRATIVE AGENT
AND EACH ISSUING LENDER TO SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL
(I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO CBS.
(F)
EACH LENDER MAY WITHOUT THE CONSENT OF ANY BORROWER, THE AGENTS
OR ANY ISSUING LENDER SELL PARTICIPATIONS TO ONE OR MORE BANKS, OTHER FINANCIAL
INSTITUTIONS OR OTHER ENTITIES (PROVIDED, THAT ANY SUCH OTHER ENTITY IS A NOT A
COMPETITOR OF CBS OR ANY AFFILIATE OF CBS) ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENTS
AND THE LOANS OWING TO IT); PROVIDED, HOWEVER, 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, (III) THE PARTICIPATING BANKS, FINANCIAL INSTITUTIONS OR OTHER
ENTITIES SHALL BE ENTITLED TO THE BENEFIT OF (AND THE LIMITATIONS AND
OBLIGATIONS OF) THE COST PROTECTION PROVISIONS CONTAINED IN SECTIONS 2.15, 2.16
AND 2.20 TO THE SAME EXTENT AS IF THEY WERE LENDERS, (IV) NO PARTICIPANT SHALL
BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO SECTION 2.20 THAN THE
TRANSFEROR LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE IN RESPECT OF THE AMOUNT
OF THE PARTICIPATION TRANSFERRED BY SUCH TRANSFEROR LENDER TO SUCH PARTICIPANT
HAD NO SUCH TRANSFER OCCURRED AND (V) THE BORROWERS, THE AGENTS 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
SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THE OBLIGATIONS OF EACH
BORROWER RELATING TO THE LOANS AND THE LETTERS OF CREDIT AND TO APPROVE ANY
AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN
AMENDMENTS, MODIFICATIONS OR WAIVERS DECREASING ANY FEES PAYABLE HEREUNDER OR
THE AMOUNT OF PRINCIPAL OF OR THE RATE AT WHICH INTEREST IS PAYABLE ON THE LOANS
OR LC DISBURSEMENTS, EXTENDING ANY SCHEDULED PRINCIPAL