REASONABLE PRIOR NOTICE.
(V)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, 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 ADMINISTRATIVE 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)
(I)
ANY LENDER MAY, WITHOUT THE CONSENT OF, OR NOTICE
TO, THE BORROWER OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY PERSON
(OTHER THAN A NATURAL PERSON OR THE BORROWER OR ANY OF THE BORROWER'S AFFILIATES
OR SUBSIDIARIES) (EACH 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
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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 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 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 TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT; 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 10.02(B) THAT AFFECTS SUCH PARTICIPANT.
SUBJECT TO PARAGRAPH (D) OF
THIS SECTION, THE BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE
BENEFITS OF SECTIONS 9.03, 9.04 AND 9.05 TO THE SAME EXTENT AS IF IT WERE A
LENDER AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF
THIS SECTION (EXCEPT THAT, ALTHOUGH THE SELLING LENDER SHALL HAVE A DIRECT CLAIM
AGAINST THE BORROWER FOR AMOUNTS ARISING UNDER SUCH SECTIONS IN RESPECT OF THE
PARTICIPANT'S INTEREST (CALCULATED AS IF THE PARTICIPANT HELD SUCH INTEREST
DIRECTLY), THE PARTICIPANT SHALL HAVE NO DIRECT CLAIM AGAINST THE BORROWER
PURSUANT TO SUCH SECTIONS).
TO THE EXTENT PERMITTED BY LAW, EACH LENDER SHALL
BE ENTITLED TO EXERCISE RIGHTS UNDER SECTION 10.08 WITH RESPECT TO DEPOSITS HELD
BY OR OBLIGATIONS OWING BY ANY PARTICIPANT IN SUCH LENDER'S LOANS OR
COMMITMENTS, PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, SUCH EXERCISE SHALL BE
SUBJECT TO THE OBLIGATIONS OF SUCH LENDER UNDER SECTION 2.13(C).
FOR THE
AVOIDANCE OF DOUBT, NO PARTICIPANT SHALL HAVE ANY CONTRACTUAL CLAIM AGAINST THE
BORROWER, AND THE BORROWER SHALL HAVE NO OBLIGATION TO ANY PARTICIPANT, UNDER
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. FURTHERMORE, NO LENDER SHALL BE
TREATED UNDER THIS AGREEMENT AS