to the Eligible Assignee.
Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of
117
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.
(C)
REGISTER.
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
COMMITMENTS OF, AND PRINCIPAL AMOUNTS OF THE LOANS AND L/C OBLIGATIONS 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 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 EACH OF THE BORROWERS, THE L/C
ISSUER AND THE SWING LINE LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME
UPON REASONABLE PRIOR NOTICE.
IN ADDITION, AT ANY TIME THAT A REQUEST FOR A
CONSENT FOR A MATERIAL OR SUBSTANTIVE CHANGE TO THE LOAN DOCUMENTS IS PENDING,
ANY LENDER MAY REQUEST AND RECEIVE FROM THE ADMINISTRATIVE AGENT A COPY OF THE
REGISTER.
UPON ITS RECEIPT OF AND, IF REQUIRED, CONSENT TO, A DULY COMPLETED
ASSIGNMENT AND ASSUMPTION EXECUTED BY AN ASSIGNING LENDER AND AN ELIGIBLE
ASSIGNEE, SUCH ELIGIBLE ASSIGNEE'S COMPLETED ADMINISTRATIVE QUESTIONNAIRE AND
ANY TAX FORMS REQUIRED BY SECTION 3.01 (UNLESS SUCH ASSIGNEE IS ALREADY A
LENDER), TOGETHER WITH THE FEE PAYABLE UNDER SECTION 10.06(B)(III), THE
ADMINISTRATIVE AGENT WILL, ON THE EFFECTIVE DATE THEREOF, RECORD THE ASSIGNMENT
AND ASSUMPTION ON THE REGISTER.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT
OF, OR NOTICE TO, THE BORROWERS OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS
TO ANY PERSON (OTHER THAN A NATURAL PERSON OR THE BORROWERS OR ANY OF THE
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 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 ADMINISTRATIVE AGENT, THE LENDERS, THE SWING LINE LENDER AND THE L/C ISSUER
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