ANY SUCH SENIOR INTERIM LOAN FOR ALL PURPOSES UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (D) THE BORROWER, THE ADMINISTRATIVE
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 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 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 10.1(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 3.10, 3.11, 3.12, 3.13 AND 10.5 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 10.7(B) AS
THOUGH IT WERE A LENDER, PROVIDED THAT SUCH PARTICIPANT SHALL BE SUBJECT TO
SUBSECTION 10.7(A) AS THOUGH IT WERE A LENDER.
(II)
NO LOAN PARTY SHALL BE OBLIGATED TO MAKE ANY GREATER PAYMENT
UNDER SUBSECTION 3.10, 3.11 OR 10.5 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.
NO PARTICIPANT
SHALL BE ENTITLED TO THE BENEFITS OF SUBSECTION 3.11 TO THE EXTENT SUCH
PARTICIPANT FAILS TO COMPLY WITH SUBSECTION 3.11(B) AND/OR (C) OR TO PROVIDE THE
FORMS AND CERTIFICATES REFERENCED THEREIN TO THE LENDER THAT GRANTED SUCH
PARTICIPATION AND SUCH FAILURE INCREASES THE OBLIGATION OF THE BORROWER UNDER
SUBSECTION 3.11.
(III)
SUBJECT TO PARAGRAPH (C)(II), ANY LENDER OTHER THAN A CONDUIT
LENDER MAY ALSO SELL PARTICIPATIONS ON TERMS OTHER THAN THE TERMS SET FORTH IN
PARAGRAPH (C)(I) ABOVE, PROVIDED
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SUCH PARTICIPATIONS ARE ON TERMS AND TO PARTICIPANTS SATISFACTORY TO THE
BORROWER AND THE BORROWER HAS CONSENTED TO SUCH TERMS AND PARTICIPANTS IN
WRITING.
(D)
ANY LENDER, WITHOUT THE CONSENT OF THE BORROWER OR THE
ADMINISTRATIVE AGENT, MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN
ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE OBLIGATIONS OF
SUCH LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE OBLIGATIONS TO A
FEDERAL RESERVE BANK, AND THIS SUBSECTION SHALL NOT APPLY TO ANY SUCH PLEDGE OR
ASSIGNMENT OF A SECURITY INTEREST; PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT OF
A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER
OR SUBSTITUTE