"REVOLVING LOAN ACCOUNT" AND THE "TERM LOAN ACCOUNT," RESPECTIVELY AND,
COLLECTIVELY WITH SCHEDULE 2, THE "REGISTER"). THE ADMINISTRATIVE AGENT MAY
UNILATERALLY, FROM TIME TO TIME, REVISE THE REGISTER SO AS TO UPDATE THE
INFORMATION SET FORTH THEREON (INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY
REDUCTIONS OF COMMITMENTS PURSUANT TO SECTION 2.5, AS WELL AS ARISING OUT OF THE
EXECUTION AND DELIVERY OF ANY ASSIGNMENT AND ACCEPTANCE); AND THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. THE BORROWERS, THE
GUARANTORS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE SWINGLINE LENDER AND
THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED AS A LENDER IN THE
REGISTER
PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES OF
THIS CREDIT AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY. THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS, THE ISSUING BANK, THE
SWINGLINE LENDER AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME
UPON REASONABLE PRIOR NOTICE.
17.4
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF,
OR NOTICE TO, EITHER BORROWER, ANY GUARANTOR, OR ANY OF THE OTHER CREDITOR
PARTIES, SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON) (EACH,
A "PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND/OR OBLIGATIONS
UNDER THIS CREDIT AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENTS
AND/OR THE LOANS OWING TO IT); PROVIDED THAT (A) SUCH LENDER'S OBLIGATIONS UNDER
THIS CREDIT AGREEMENT SHALL REMAIN UNCHANGED, (B) SUCH LENDER SHALL REMAIN
SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH
OBLIGATIONS AND (C) THE BORROWERS, THE
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GUARANTORS AND THE OTHER CREDITOR PARTIES SHALL CONTINUE TO DEAL SOLELY AND
DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS CREDIT 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 THIS CREDIT AGREEMENT AND TO APPROVE ANY
AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS CREDIT AGREEMENT IN
ACCORDANCE WITH THE TERMS OF THIS CREDIT AGREEMENT; PROVIDED THAT SUCH AGREEMENT
OR INSTRUMENT MAY PROVIDE THAT, SOLELY AS BETWEEN SUCH LENDER AND THE
PARTICIPANT, SUCH LENDER WILL NOT, WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE
TO ANY AMENDMENT, MODIFICATION OR WAIVER THAT WOULD REDUCE THE PRINCIPAL OF OR
THE INTEREST RATE ON ANY LOANS, EXTEND THE TERM OR INCREASE THE AMOUNT OF THE
COMMITMENT OF SUCH LENDER AS IT RELATES TO SUCH PARTICIPANT, REDUCE THE AMOUNT
OF ANY CLOSING FEE, THE UNUSED FACILITY FEE OR LETTER OF CREDIT FEES TO WHICH
SUCH PARTICIPANT IS ENTITLED OR EXTEND ANY REGULARLY SCHEDULED PAYMENT DATE FOR
PRINCIPAL OR INTEREST. SUBJECT TO SECTION 17.5, THE BORROWERS AND THE GUARANTORS
AGREE THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 6.3,
6.8, 6.9 AND 6.12 TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS
INTEREST BY ASSIGNMENT PURSUANT TO SECTION 17.2. TO THE EXTENT PERMITTED BY LAW,