NO ASSIGNMENT BY BORROWER; LENDER MAY ASSIGN. No assignment hereof shall be made by Borrower without the prior written consent of Lender. Lender may assign, or sell participations in, its right, title and interest herein and in the Loan Documents at any time hereafter without notice to or consent of Borrower to any Participant. Upon any assignment by Lender, the assignee shall be entitled to all the rights, powers, privileges and remedies of Lender to the extent assigned, and the obligations of Borrower shall not be subject, as against any such assignee, to any defense, set-off or counterclaim available to Borrower against Lender and any such defense, set-off or counterclaim may be asserted only against Lender. Notwithstanding the foregoing, Lender may not assign any of its interest in the Loan Documents to any Person which does not have total assets of at least $1,000,000,000. Lender agrees to provide Borrower with written notice of assignment following an assignment of any interest herein or in the Loan Documents.
