AND
FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR NOTICE TO,
ANY BORROWER OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY PERSON
(OTHER THAN A NATURAL PERSON) (EACH, 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 REVOLVING CREDIT COMMITMENT AND/OR THE LOANS (INCLUDING SUCH
LENDER'S PARTICIPATIONS IN L/C OBLIGATIONS AND/OR SWING LINE 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) THE BORROWERS,
THE AGENTS 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 THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO APPROVE ANY
AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE
OTHER 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, WAIVER OR OTHER MODIFICATION DESCRIBED IN THE FIRST PROVISO TO
SECTION 10.01 THAT DIRECTLY AFFECTS SUCH PARTICIPANT. SUBJECT TO SECTION
10.07(E), THE BORROWERS AGREE THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE
BENEFITS OF SECTION 3.01, SECTION 3.04 AND SECTION 3.05 TO THE SAME EXTENT AS IF
IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO SECTION
10.07(B) AND SUCH PARTICIPANT AGREES TO BE BOUND BY SUCH SECTIONS AND SECTION
3.06. TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO
THE BENEFITS OF SECTION 10.09 AS THOUGH IT WERE A LENDER; PROVIDED THAT SUCH
PARTICIPANT AGREES TO BE SUBJECT TO SECTION 2.13 AS THOUGH IT WERE A LENDER.
(E)
A PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER PAYMENT
UNDER SECTION 3.01, SECTION 3.04 OR SECTION 3.05 THAN THE APPLICABLE LENDER
WOULD HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE PARTICIPATION SOLD TO
SUCH PARTICIPANT, UNLESS THE SALE OF THE PARTICIPATION TO SUCH PARTICIPANT IS
MADE WITH THE RELEVANT BORROWER'S PRIOR WRITTEN CONSENT AND SUCH PARTICIPANT
COMPLIES WITH SECTION 3.01, SECTION 3.06 AND SECTION 10.15 AS IF SUCH
PARTICIPANT WERE A LENDER UNDER SECTION 10.15. A PARTICIPANT SHALL NOT BE
ENTITLED TO THE BENEFITS OF SECTION 3.01 UNLESS THE RELEVANT BORROWER IS
NOTIFIED OF THE PARTICIPATION SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT
AGREES, FOR THE BENEFIT OF THE RELEVANT BORROWER, TO COMPLY WITH SECTION 3.01,
SECTION 3.06 AND SECTION 10.15 AS THOUGH IT WERE A LENDER.
(F)
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST
IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT (INCLUDING UNDER ITS
NOTE, IF ANY) TO SECURE OBLIGATIONS OF SUCH