REFERRED TO IN
SECTION 11.04(B) AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY
SECTION 11.04(B), 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 SECTION 11.04(B).
ANY ASSIGNMENT
OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES
NOT COMPLY WITH THE REQUIREMENTS OF THIS SECTION 11.04 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 11.04(E).
(E)
ANY LENDER SHALL HAVE THE RIGHT AT ANY TIME, WITHOUT THE CONSENT
OF, OR NOTICE TO BORROWER OR THE ADMINISTRATIVE AGENT OR ANY OTHER PERSON TO
SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN ANY COMPANY OR ANY AFFILIATE
THEREOF OR A NATURAL PERSON) (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) BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT, 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 SUCH LENDER WILL NOT, WITHOUT THE CONSENT OF THE
PARTICIPANT, AGREE TO ANY AMENDMENT, MODIFICATION OR WAIVER THAT (1) IS
DESCRIBED IN CLAUSES (I), (II) OR (III) OF THE PROVISO TO SECTION 11.02(B) AND
(2) DIRECTLY AFFECTS SUCH PARTICIPANT.
SUBJECT TO SECTION 11.04(F), EACH
PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS AND SUBJECT TO THE LIMITATIONS AND
OBLIGATIONS OF SECTIONS 2.12 AND 2.15 TO THE SAME EXTENT AS IF IT WERE A LENDER
AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO SECTION 11.04(B).
TO
THE EXTENT PERMITTED BY LEGAL REQUIREMENTS, EACH PARTICIPANT ALSO SHALL BE
ENTITLED TO THE BENEFITS OF SECTION 11.08 AS THOUGH IT WERE A LENDER; PROVIDED
THAT SUCH PARTICIPANT AGREES IN WRITING TO BE SUBJECT TO SECTION 2.14(C) AS
THOUGH IT WERE A LENDER.
EACH LENDER SHALL, ACTING FOR THIS PURPOSE AS AN AGENT
OF BORROWER, MAINTAIN AT ONE OF ITS OFFICES A REGISTER FOR THE RECORDATION OF
THE NAMES AND ADDRESSES OF ITS PARTICIPANTS, AND THE AMOUNT AND TERMS OF ITS
PARTICIPATIONS; PROVIDED THAT NO LENDER SHALL BE REQUIRED TO DISCLOSE OR SHARE
THE INFORMATION CONTAINED IN SUCH REGISTER WITH BORROWER OR ANY OTHER PERSON,
EXCEPT AS REQUIRED BY APPLICABLE LEGAL REQUIREMENTS (THE "PARTICIPANT REGISTER")