RESPECT TO FACTS AND CIRCUMSTANCES
OCCURRING PRIOR TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT).
UPON REQUEST, AND
THE SURRENDER BY THE ASSIGNING LENDER OF ITS NOTE, THE RELEVANT BORROWER (AT ITS
EXPENSE) SHALL EXECUTE AND DELIVER A NOTE TO THE ASSIGNEE LENDER.
ANY
ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
THAT DOES NOT COMPLY WITH THIS CLAUSE (B) 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 SECTION 10.07(D).
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR
THIS PURPOSE AS AN AGENT OF THE BORROWERS, SHALL MAINTAIN AT THE ADMINISTRATIVE
AGENT'S OFFICE 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
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CREDIT COMMITMENTS OF, AND PRINCIPAL AMOUNTS (AND RELATED INTEREST AMOUNTS) OF
THE LOANS, L/C OBLIGATIONS (SPECIFYING THE UNREIMBURSED AMOUNTS), L/C BORROWINGS
AND AMOUNTS DUE UNDER SECTION 2.03, OWING TO, EACH LENDER PURSUANT TO THE TERMS
HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR, AND THE BORROWERS, THE AGENTS AND THE LENDERS
SHALL 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 ANY BORROWER, ANY AGENT AND ANY LENDER, AT ANY REASONABLE TIME AND
FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
ANY LENDER MAY AT ANY TIME, WITHOUT THE
CONSENT OF, OR NOTICE TO, ANY BORROWER OR THE ADMINISTRATIVE AGENT, 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 AGREEMENT (INCLUDING ALL OR A PORTION OF ITS REVOLVING CREDIT
COMMITMENT AND/OR THE LOANS (INCLUDING SUCH LENDER'S PARTICIPATIONS IN L/C
OBLIGATIONS AND/OR SWING LINE 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) 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.
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
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS; PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY PROVIDE THAT SUCH
LENDER WILL NOT, WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE TO ANY AMENDMENT,
WAIVER OR OTHER MODIFICATION DESCRIBED IN THE FIRST PROVISO TO SECTION 10.01
THAT DIRECTLY AFFECTS SUCH PARTICIPANT.
SUBJECT TO SECTION 10.07(E), THE
BORROWERS AGREE THAT EACH PARTICIPANT SHALL BE