request, the Borrowers (at their expense) shall execute and deliver Notes to the
assignee Lender.
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 this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.1(d).
Notwithstanding anything to the contrary in this Section 10.1(b), each Lender
will also have the right, without consent of the Borrowers or the Administrative
Agent, to assign as security all or part of its rights under the Loan Documents
to any Federal Reserve Bank.
(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 LETTER OF CREDIT
PARTICIPATIONS 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 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 THE
BORROWERS 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 BORROWERS OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS
TO ANY PERSON (OTHER THAN A NATURAL PERSON OR ANY BORROWER OR ANY OF THE
BORROWERS' AFFILIATES OR SUBSIDIARIES) (EACH,
78
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 LETTER OF CREDIT PARTICIPATIONS) 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 AND THE LC 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 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, WAIVER OR OTHER MODIFICATION
DESCRIBED IN THE FIRST PROVISO TO SECTION 12.7(B) THAT AFFECTS SUCH
PARTICIPANT.
SUBJECT TO SECTION 10.1(E), THE BORROWERS AGREE THAT EACH
PARTICIPANT SHALL BE ENTITLED