NOT TAKING ACTION UNDER
THIS AGREEMENT, (5) SUCH ASSIGNEE APPOINTS AND AUTHORIZES AGENT TO TAKE SUCH
ACTIONS AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO
AGENT, BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
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INCIDENTAL THERETO, AND (6) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM ALL OF THE
OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY
IT AS A LENDER.
(E)
IMMEDIATELY UPON AGENT'S RECEIPT OF ANY PROCESSING FEE PAYMENT (IF
REQUIRED) AND THE FULLY EXECUTED ASSIGNMENT AND ACCEPTANCE (OR, IN THE CASE OF
AN ASSIGNMENT FROM A LENDER TO ONE OR MORE OF ITS QUALIFIED AFFILIATES OR
QUALIFIED RELATED FUNDS PURSUANT TO SECTION 13.1(C), UPON THE EFFECTIVE DATE
SPECIFIED IN SUCH ASSIGNMENT AND ACCEPTANCE), THIS AGREEMENT SHALL BE DEEMED TO
BE AMENDED TO THE EXTENT, BUT ONLY TO THE EXTENT, NECESSARY TO REFLECT THE
ADDITION OF THE ASSIGNEE AND THE RESULTING ADJUSTMENT OF THE COMMITMENTS ARISING
THEREFROM. THE COMMITMENT ALLOCATED TO EACH ASSIGNEE SHALL REDUCE SUCH
COMMITMENTS OF THE ASSIGNING LENDER PRO TANTO.
(F)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF THE BORROWERS,
SELL TO ONE OR MORE COMMERCIAL BANKS, FINANCIAL INSTITUTIONS, OR OTHER PERSONS
(A "PARTICIPANT") PARTICIPATING INTERESTS IN ALL OR ANY PORTION OF ITS
OBLIGATIONS, ITS COMMITMENTS, AND THE OTHER RIGHTS AND INTERESTS OF THAT LENDER
(THE "ORIGINATING LENDER") HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS;
PROVIDED, HOWEVER, THAT (I) THE PARTICIPANT RECEIVING THE PARTICIPATING INTEREST
IN THE OBLIGATIONS, THE COMMITMENTS, AND THE OTHER RIGHTS AND INTERESTS OF THE
ORIGINATING LENDER HEREUNDER SHALL NOT CONSTITUTE A "LENDER" HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS AND SUCH ORIGINATING LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL REMAIN UNCHANGED, (II)
THE ORIGINATING LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE OF
SUCH OBLIGATIONS, (III) BORROWERS, AGENT, AND THE LENDERS SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH THE ORIGINATING LENDER IN CONNECTION WITH THE
ORIGINATING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, (IV) NO ORIGINATING LENDER SHALL TRANSFER OR GRANT ANY
PARTICIPATING INTEREST UNDER WHICH THE PARTICIPANT HAS THE RIGHT TO APPROVE ANY
AMENDMENT TO, OR ANY CONSENT OR WAIVER WITH RESPECT TO, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, EXCEPT TO THE EXTENT SUCH AMENDMENT TO, OR CONSENT OR
WAIVER WITH RESPECT TO THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT WOULD (A)
EXTEND THE FINAL MATURITY DATE OF THE OBLIGATIONS HEREUNDER IN WHICH SUCH
PARTICIPANT IS PARTICIPATING, (B) REDUCE THE INTEREST RATE APPLICABLE TO THE
OBLIGATIONS HEREUNDER IN WHICH SUCH PARTICIPANT IS PARTICIPATING, (C) RELEASE
ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL OR GUARANTIES (EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED HEREIN OR IN ANY OF THE LOAN DOCUMENTS) SUPPORTING THE
OBLIGATIONS HEREUNDER IN WHICH SUCH PARTICIPANT IS PARTICIPATING, (D) POSTPONE
THE PAYMENT OF, OR REDUCE THE AMOUNT OF, THE INTEREST OR FEES PAYABLE TO SUCH
PARTICIPANT THROUGH SUCH LENDER, OR (E) CHANGE THE AMOUNT OR DUE DATES OF
SCHEDULED