SALE BY SUCH LENDER OF A
PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH PARAGRAPH (E) OF
THIS SECTION 11.04.
(C)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE AS AN AGENT OF BORROWERS, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE
CITY OF NEW YORK A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A
REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE
COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE LOANS AND LC DISBURSEMENTS OWING TO,
EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST
ERROR, AND BORROWERS, THE ADMINISTRATIVE AGENT, THE COLLATERAL 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 BORROWERS, THE ISSUING BANK, THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT, THE SWINGLINE LENDER AND ANY LENDER (WITH RESPECT
TO ITS OWN INTEREST ONLY), AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE
ASSIGNEE'S COMPLETED ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL
ALREADY BE A LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO
IN PARAGRAPH (B) OF THIS SECTION 11.04, ANY WRITTEN CONSENT TO SUCH ASSIGNMENT
REQUIRED BY PARAGRAPH (B) OF THIS SECTION 11.04, AND SUCH TAX FORMS OR
INFORMATION DESCRIBED IN SECTION 4.01(S) AS THE ADMINISTRATIVE AGENT SHALL
REQUEST, THE ADMINISTRATIVE AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE
AND RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER.
NO ASSIGNMENT
SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT UNLESS IT HAS BEEN RECORDED IN
THE REGISTER AS PROVIDED IN THIS PARAGRAPH.
(E)
ANY LENDER MAY, WITHOUT THE CONSENT OF
BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER,
SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES
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(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 (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) BORROWERS, THE ADMINISTRATIVE AGENT, THE COLLATERAL 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 THE LOAN DOCUMENTS AND TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER
OF ANY PROVISION OF THE LOAN DOCUMENTS; PROVIDED THAT SUCH AGREEMENT OR
INSTRUMENT MAY PROVIDE THAT