INTEREST IN, AND TO, AND UNDER THE LOAN (THE
"SYNDICATION"), TO ONE OR MORE ADDITIONAL LENDERS (EACH A "CO-LENDER"). EACH
ADDITIONAL CO-LENDER SHALL ENTER INTO AN ASSIGNMENT AND ASSUMPTION AGREEMENT
(THE "ASSIGNMENT AND ASSUMPTION") ASSIGNING A PORTION OF LENDER'S OR CO-LENDER'S
RIGHTS AND OBLIGATIONS UNDER THE LOAN, AND PURSUANT TO WHICH THE ADDITIONAL
CO-LENDER ACCEPTS SUCH ASSIGNMENT AND ASSUMES THE ASSIGNED OBLIGATIONS. FROM AND
AFTER THE EFFECTIVE DATE SPECIFIED IN THE ASSIGNMENT AND ASSUMPTION (I) EACH
CO-LENDER SHALL BE A PARTY HERETO AND TO EACH LOAN DOCUMENT TO THE EXTENT OF THE
APPLICABLE PERCENTAGE OR PERCENTAGES SET FORTH IN THE ASSIGNMENT AND ASSUMPTION
AND, EXCEPT AS SPECIFIED OTHERWISE HEREIN, SHALL SUCCEED TO THE RIGHTS AND
OBLIGATIONS OF LENDER AND THE CO-LENDERS HEREUNDER AND THEREUNDER IN RESPECT OF
THE LOAN, AND (II) LENDER, AS LENDER AND EACH CO-LENDER, AS APPLICABLE, SHALL,
TO THE EXTENT SUCH RIGHTS AND OBLIGATIONS HAVE BEEN ASSIGNED BY IT PURSUANT TO
SUCH ASSIGNMENT AND ASSUMPTION, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER AND UNDER THE LOAN DOCUMENTS.
(B)
THE LIABILITIES OF LENDER AND EACH OF THE CO-LENDERS SHALL BE
SEVERAL AND NOT JOINT. NEITHER LENDER NOR ANY CO-LENDER SHALL BE RESPONSIBLE FOR
THE OBLIGATIONS OF ANY OTHER CO-LENDER. IF FOR ANY REASON ANY OF THE CO-LENDERS
SHALL FAIL OR REFUSE TO ABIDE BY THEIR OBLIGATIONS UNDER THIS AGREEMENT, LENDER
AND THE OTHER CO-LENDERS SHALL NOT BE RELIEVED OF THEIR OBLIGATIONS, IF ANY,
HEREUNDER.
(C)
BORROWER AGREES THAT IT SHALL, IN CONNECTION WITH ANY SALE OF ALL
OR ANY PORTION OF THE LOAN, WHETHER IN WHOLE OR TO AN ADDITIONAL CO-LENDER OR
PARTICIPANT, WITHIN TEN (10) BUSINESS DAYS AFTER REQUESTED BY LENDER, FURNISH
LENDER WITH THE CERTIFICATES REQUIRED UNDER SECTIONS 5.1.10 AND 5.1.13 HEREOF
AND SUCH OTHER INFORMATION AS REASONABLY REQUESTED BY ANY ADDITIONAL CO-LENDER
OR PARTICIPANT IN PERFORMING ITS DUE DILIGENCE IN CONNECTION WITH ITS PURCHASE
OF AN INTEREST IN THE LOAN.
(D)
LENDER (OR AN AFFILIATE OF LENDER) SHALL ACT AS ADMINISTRATIVE
AGENT FOR ITSELF AND THE CO-LENDERS (TOGETHER WITH ANY SUCCESSOR ADMINISTRATIVE
AGENT, THE "AGENT") PURSUANT TO THIS SECTION 9.7. BORROWER ACKNOWLEDGES THAT
LENDER, AS AGENT, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO EXECUTE AND
PERFORM THIS AGREEMENT AND EACH LOAN DOCUMENT ON BEHALF OF ITSELF, AS LENDER AND
AS AGENT FOR ITSELF AND THE CO-LENDERS UNTIL REPLACED AS AGENT PURSUANT TO THE
TERMS OF THE CO-LENDING AGREEMENT; PROVIDED, HOWEVER, (I) SO LONG AS NO EVENT OF
DEFAULT SHALL THEN EXIST OR (II) AGENT SHALL NOT BE IN DEFAULT UNDER THE
CO-LENDING AGREEMENT (WHICH WOULD ENTITLE THE CO-LENDERS TO REPLACE AGENT),
BORROWER SHALL HAVE THE RIGHT TO APPROVE ANY REPLACEMENT OR SUCCESSOR AGENT,
WHICH SUCH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. LENDER
ACKNOWLEDGES THAT LENDER, AS AGENT, SHALL RETAIN THE EXCLUSIVE RIGHT TO GRANT
ALL APPROVALS AND GIVE CONSENTS WITH RESPECT TO THE OPERATING BUDGETS REQUIRED
TO BE DELIVERED HEREUNDER AND WITH RESPECT TO MATTERS CONCERNING THE
ESTABLISHMENT AND ADMINISTRATION OF THE ACCOUNTS. EXCEPT AS OTHERWISE PROVIDED
HEREIN, BORROWER