ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION EXECUTED BY
AN ASSIGNING LENDER AND AN ASSIGNEE AND ANY TAX FORMS REQUIRED BY SECTION
2.16(F), 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 AND ANY WRITTEN CONSENT TO SUCH
ASSIGNMENT REQUIRED BY PARAGRAPH (B) OF THIS SECTION, THE PAYING AGENT SHALL
ACCEPT SUCH ASSIGNMENT AND ASSUMPTION 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.
(C)
ANY LENDER MAY, WITHOUT THE CONSENT OF THE LOAN PARTIES, THE AGENTS OR THE
ISSUING BANKS, 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 COMMITMENT 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 AND (C) THE LOAN PARTIES,
THE AGENTS, THE ISSUING BANKS AND THE OTHER LENDERS SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
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 DESCRIBED IN THE FIRST PROVISO TO SECTION 9.02(B) THAT
AFFECTS SUCH PARTICIPANT.
THE LOAN PARTIES AGREE THAT EACH PARTICIPANT SHALL BE
ENTITLED TO THE BENEFITS OF SECTIONS 2.14, 2.15 AND 2.16 (SUBJECT TO THE
REQUIREMENTS AND LIMITATIONS THEREIN, INCLUDING THE REQUIREMENTS UNDER
SECTION 2.16(F) (IT BEING UNDERSTOOD THAT THE DOCUMENTATION REQUIRED UNDER
SECTION 2.16(F) SHALL BE DELIVERED TO THE PARTICIPATING LENDER)) TO THE SAME
EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT
PURSUANT TO PARAGRAPH (B) OF THIS SECTION; PROVIDED THAT SUCH PARTICIPANT (A)
AGREES TO BE SUBJECT TO THE PROVISIONS OF SECTIONS 2.17 AND 2.18 AS IF IT WERE
AN ASSIGNEE UNDER PARAGRAPH (B) OF THIS SECTION; AND (B) SHALL NOT BE ENTITLED
TO RECEIVE ANY GREATER PAYMENT UNDER SECTIONS 2.14 OR 2.16, WITH RESPECT TO ANY
PARTICIPATION, THAN ITS PARTICIPATING LENDER WOULD HAVE BEEN ENTITLED TO
RECEIVE, EXCEPT TO THE EXTENT SUCH ENTITLEMENT TO RECEIVE A GREATER PAYMENT
RESULTS FROM A CHANGE IN LAW THAT OCCURS AFTER THE PARTICIPANT ACQUIRED THE
APPLICABLE PARTICIPATION.
TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO
SHALL BE ENTITLED TO THE BENEFITS OF