AS IT WOULD IF IT WERE A LENDER HEREUNDER.
THE ASSIGNING LENDER
SHALL BE RELIEVED OF ITS OBLIGATIONS HEREUNDER WITH RESPECT TO ITS
COMMITMENTS
OR ASSIGNED PORTION THEREOF FROM AND AFTER THE DATE OF SUCH ASSIGNMENT.
THE
BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT ANY ASSIGNMENT MADE IN ACCORDANCE
WITH THIS SECTION 12.02(B) WILL GIVE RISE TO A DIRECT OBLIGATION OF THE BORROWER
TO THE ASSIGNEE AND THAT THE ASSIGNEE SHALL THEREUPON BE A "LENDER" FOR ALL
PURPOSES.
IN ALL INSTANCES, EACH LENDER'S OBLIGATION TO MAKE REVOLVING CREDIT
ADVANCES HEREUNDER SHALL BE SEVERAL AND NOT JOINT AND SHALL BE LIMITED TO SUCH
LENDER'S PRO RATA SHARE OF THE APPLICABLE COMMITMENT.
IN THE EVENT ANY LENDER
ASSIGNS OR OTHERWISE TRANSFERS ALL OR ANY PART OF A REVOLVING NOTE OR THE SWING
LINE NOTE, SUCH LENDER SHALL SO NOTIFY THE BORROWER AND THE BORROWER SHALL, UPON
THE REQUEST OF
SUCH LENDER, EXECUTE NEW REVOLVING NOTES OR SWING LINE NOTES IN
EXCHANGE FOR THE REVOLVING NOTES OR SWING LINE NOTES, AS THE CASE MAY BE, BEING
ASSIGNED.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 12.02(B),
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN ALL OR ANY PORTION OF SUCH LENDER'S
RIGHTS UNDER THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS TO ANY FEDERAL
RESERVE BANK OR TO ANY HOLDER OR TRUSTEE OF SUCH LENDER'S SECURITIES; PROVIDED,
HOWEVER, THAT NO SUCH PLEDGE OR ASSIGNMENT TO ANY FEDERAL RESERVE BANK, HOLDER
OR TRUSTEE SHALL RELEASE SUCH LENDER FROM SUCH LENDER'S OBLIGATIONS HEREUNDER OR
UNDER ANY OTHER RELATED
DOCUMENT AND NO SUCH HOLDER OR TRUSTEE SHALL BE
ENTITLED TO ENFORCE ANY RIGHTS OF SUCH LENDER HEREUNDER UNLESS SUCH HOLDER OR
TRUSTEE BECOMES A LENDER HEREUNDER THROUGH EXECUTION OF AN ASSIGNMENT AGREEMENT
AS SET FORTH ABOVE.
A LENDER MAY NOT GRANT AN ASSIGNMENT OR PARTICIPATION TO A
PERSON WHO IS (X) NOT A "UNITED STATES PERSON" (WITHIN THE MEANING OF IRC
SECTION 7701(A)(30) UNLESS SUCH PERSON IS EXEMPT FROM UNITED STATES WITHHOLDING
TAX AS OF THE DATE OF SUCH
53
participation and provides a Form W-8BEN, W-8ECI or W-8IMY, as applicable, to
the Administrative Agent before giving effect to such assignment.
(C)
IN ADDITION TO THE FOREGOING RIGHT, ANY LENDER MAY, WITHOUT NOTICE
TO OR CONSENT FROM THE ADMINISTRATIVE AGENT OR THE BORROWER, (X) GRANT TO AN SPV
THE OPTION TO MAKE ALL OR ANY PART OF ANY ADVANCE THAT SUCH LENDER WOULD
OTHERWISE BE REQUIRED TO MAKE HEREUNDER (AND THE EXERCISE OF SUCH OPTION BY SUCH
SPV AND THE MAKING OF LOANS PURSUANT THERETO SHALL SATISFY THE OBLIGATION OF
SUCH LENDER TO MAKE SUCH LOANS HEREUNDER); (Y) ASSIGN TO AN SPV ALL OR A PORTION
OF ITS RIGHTS (BUT NOT ITS OBLIGATIONS) UNDER THE RELATED DOCUMENTS, INCLUDING A
SALE OF ANY ADVANCES OR OTHER BORROWER OBLIGATIONS HEREUNDER AND SUCH LENDER'S
RIGHT TO RECEIVE PAYMENT WITH RESPECT TO ANY SUCH BORROWER OBLIGATION AND (Z)
SELL PARTICIPATIONS TO ONE OR MORE PERSONS IN OR TO ALL OR A PORTION OF ITS
RIGHTS AND OBLIGATIONS UNDER THE RELATED DOCUMENTS