be entitled to receive
such payments unless the Borrower has expressly consented in writing to waive
the benefit of this provision at the time of such assignment.
(C)
(I)
ANY LENDER OTHER THAN A CONDUIT LENDER MAY, IN THE ORDINARY
COURSE OF ITS BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAW, WITHOUT THE
CONSENT OF THE BORROWER OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ONE
OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL OR A PORTION OF SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION
OF ITS COMMITMENTS AND THE LOANS OWING TO IT); PROVIDED THAT (A) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (B) SUCH LENDER SHALL
REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF
SUCH OBLIGATIONS, (C) SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH LOAN FOR
ALL PURPOSES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (D) THE
BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING LENDER 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
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 MAY PROVIDE THAT SUCH LENDER WILL NOT, WITHOUT
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THE CONSENT OF THE PARTICIPANT, AGREE TO ANY AMENDMENT, MODIFICATION OR WAIVER
THAT (1) REQUIRES THE CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY PURSUANT
TO THE PROVISO TO THE SECOND SENTENCE OF SUBSECTION 13.1(A) AND (2) DIRECTLY
AFFECTS SUCH PARTICIPANT.
SUBJECT TO PARAGRAPH (C)(II) OF THIS SUBSECTION, THE
BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF (AND
SHALL HAVE THE RELATED OBLIGATIONS UNDER) SUBSECTIONS 4.10, 4.11, 4.12, 4.13
AND 13.5 TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST
BY ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF THIS SUBSECTION.
TO THE EXTENT
PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS OF
SUBSECTION 13.7(B) AS THOUGH IT WERE A LENDER, PROVIDED SUCH PARTICIPANT SHALL
BE SUBJECT TO SUBSECTION 13.7(A) AS THOUGH IT WERE A LENDER.
(II)
NO LOAN PARTY SHALL BE OBLIGATED TO MAKE ANY GREATER PAYMENT UNDER
SUBSECTION 4.10 OR 4.11 THAN IT WOULD HAVE BEEN OBLIGATED TO MAKE IN THE ABSENCE
OF ANY PARTICIPATION, UNLESS THE SALE OF SUCH PARTICIPATION IS MADE WITH THE
PRIOR WRITTEN CONSENT OF THE BORROWER AND THE BORROWER EXPRESSLY WAIVES THE
BENEFIT OF THIS PROVISION AT THE TIME OF SUCH PARTICIPATION.
ANY PARTICIPANT
THAT IS A NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR A
STATE THEREOF SHALL NOT BE ENTITLED TO THE BENEFITS OF SUBSECTION 4.11 UNLESS
SUCH PARTICIPANT COMPLIES WITH SUBSECTION 4.11(B) AND PROVIDES THE FORMS AND
CERTIFICATES REFERENCED THEREIN TO THE LENDER THAT GRANTED SUCH PARTICIPATION.
(D)
ANY LENDER, WITHOUT THE CONSENT OF THE