a party hereto) but shall continue to be entitled
to the benefits of Sections 3.01, 3.04, 3.05, and 9.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment.
Upon
request, Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender.
Any assignment or transfer by the Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this
59
Agreement as a sale by the Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.
(C)
REGISTER.
THE LENDER, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT
OF THE BORROWER, SHALL MAINTAIN AT THE LENDER'S OFFICE A COPY OF EACH ASSIGNMENT
DELIVERED TO IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF
THE ASSIGNEE LENDERS, AND THE COMMITMENTS OF, AND PRINCIPAL AMOUNTS OF THE LOANS
AND L/C OBLIGATIONS OWING TO, EACH ASSIGNEE LENDER PURSUANT TO THE TERMS HEREOF
FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, AND BORROWER, THE LENDER AND THE ASSIGNEE 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 BORROWER AND
ANY ASSIGNEE LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(D)
PARTICIPATIONS.
THE LENDER MAY AT ANY TIME, WITHOUT THE CONSENT
OF, OR NOTICE TO, BORROWER, SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A
FOREIGN LENDER, A NATURAL PERSON OR BORROWER OR ANY OF BORROWER'S AFFILIATES OR
SUBSIDIARIES) (EACH, A "PARTICIPANT") IN ALL OR A PORTION OF THE LENDER'S RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS
COMMITMENT AND/OR THE LOANS (INCLUDING THE LENDER'S PARTICIPATIONS IN L/C
OBLIGATIONS) OWING TO IT); PROVIDED THAT (I) THE LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (II) THE LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS
AND (III) BORROWER AND THE L/C ISSUER SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH THE LENDER IN CONNECTION WITH THE LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT.
ANY AGREEMENT OR INSTRUMENT PURSUANT TO WHICH THE LENDER SELLS
SUCH A PARTICIPATION SHALL PROVIDE THAT THE 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 THE LENDER WILL NOT, WITHOUT THE CONSENT OF THE PARTICIPANT,
AGREE TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION DESCRIBED IN THE FIRST
PROVISO TO SECTION 9.01 THAT AFFECTS SUCH PARTICIPANT.
SUBJECT TO SUBSECTION
(E) OF THIS SECTION, BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO
THE BENEFITS OF SECTIONS 3.01, 3.04 AND 3.05 TO THE SAME EXTENT AS IF IT WERE
THE LENDER AND HAD ACQUIRED