OF, AND PRINCIPAL AMOUNT OF THE
LOANS, AMOUNTS IN RESPECT OF B/A DRAWINGS AND L/C DISBURSEMENTS OWING TO, EACH
LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE
ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND THE BORROWERS, THE
ADMINISTRATIVE AGENT, THE ISSUING BANK 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 THE BORROWERS, THE
ISSUING BANK AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(V) UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION EXECUTED BY
AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED ADMINISTRATIVE
QUESTIONNAIRE AND ANY TAX FORMS REQUIRED BY SECTION 2.17(E) (UNLESS THE ASSIGNEE
SHALL ALREADY BE A LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 9.04 AND ANY WRITTEN CONSENT TO
SUCH ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS SECTION 9.04, THE
ADMINISTRATIVE AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER, PROVIDED THAT IF EITHER THE
ASSIGNING LENDER OR THE ASSIGNEE SHALL HAVE FAILED TO MAKE ANY PAYMENT REQUIRED
TO BE MADE BY IT PURSUANT TO SECTION 2.05, SECTION 2.06(D), SECTION 2.06(E),
SECTION 2.07(B), SECTION 2.18(F) OR SECTION 9.03(C), THE ADMINISTRATIVE AGENT
SHALL HAVE NO OBLIGATION TO ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND RECORD THE
INFORMATION THEREIN IN THE REGISTER UNLESS AND UNTIL SUCH PAYMENT SHALL HAVE
BEEN MADE IN FULL, TOGETHER WITH ALL ACCRUED INTEREST THEREON.
NO ASSIGNMENT
SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS IT HAS BEEN RECORDED IN
THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(C)
(I) ANY LENDER MAY, WITHOUT THE CONSENT OF ANY LOAN PARTY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER, SELL
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL
OR A PORTION OF SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS OWING TO IT),
PROVIDED THAT (A) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, (B) SUCH LENDER SHALL REMAIN SOLELY
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RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS
AND (C) THE BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING 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.
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 TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT, 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 CLAUSES (I), (II), (III),