the effective date of such
assignment.
Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Subsection 8.1(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 Subsection
8.1(D).
55
(C)
REGISTER.
ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN DENVER, COLORADO 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 LOAN COMMITMENTS
OF, AND PRINCIPAL AMOUNTS 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 ABSENT MANIFEST ERROR, AND BORROWER, 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 ABSENT MANIFEST ERROR, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY BORROWER AND ANY LENDER, AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR
NOTICE TO, THE BORROWER OR ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY
PERSON (OTHER THAN A NATURAL PERSON OR THE BORROWER OR ANY OF THE BORROWER'S
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 LOAN COMMITMENT AND/OR THE 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) BORROWER, ADMINISTRATIVE AGENT AND
THE LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
COBANK RESERVES THE RIGHT TO ASSIGN OR SELL PARTICIPATIONS IN ALL OR ANY PART OF
ITS PRO RATA SHARE OF EACH LOAN COMMITMENT ON A NON-PATRONAGE BASIS.
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 Subsection 9.2 relating to
amendments requiring unanimous consent of the Lenders that affects such
Participant.
The Borrower agrees that each Participant shall be entitled to the
benefits of Subsections 1.11 and 1.13
to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to Subsection 8.1(B).
To
the extent permitted by law, each Participant also shall be