LENDER, AND BASED ON SUCH DOCUMENTS
AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS
OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT,
(V) 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 INCIDENTAL THERETO, AND
(VI) 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.
(D)
IMMEDIATELY UPON AGENT'S RECEIPT OF ANY REQUIRED PROCESSING FEE
PAYMENT (IF REQUIRED) AND THE RECORDATION OF THE FULLY EXECUTED ASSIGNMENT AND
ACCEPTANCE ON THE REGISTER (OR, IN THE CASE OF RELATED PARTY ASSIGNMENT PURSUANT
TO SECTION 14.1(A), UPON RECORDATION ON THE RELATED PARTY REGISTER), 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.
(E)
ANY LENDER MAY AT ANY TIME 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 COMMITMENT, AND THE
OTHER RIGHTS AND INTERESTS OF THAT LENDER (THE "ORIGINATING LENDER") HEREUNDER
AND UNDER THE OTHER LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT (I) THE ORIGINATING
LENDER SHALL REMAIN A "LENDER" FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND 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 THE ORIGINATING LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (II) THE ORIGINATING LENDER SHALL REMAIN
SOLELY RESPONSIBLE FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) BORROWER,
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 AND (IV) ALL
AMOUNTS PAYABLE BY BORROWER HEREUNDER SHALL BE DETERMINED AS IF SUCH LENDER HAD
NOT SOLD SUCH PARTICIPATION, EXCEPT THAT, IF AMOUNTS OUTSTANDING UNDER THIS
AGREEMENT ARE DUE AND UNPAID, OR SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME
DUE AND PAYABLE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT
SHALL BE DEEMED TO HAVE THE RIGHT OF SET OFF IN RESPECT OF ITS PARTICIPATING
INTEREST IN AMOUNTS OWING UNDER THIS AGREEMENT TO THE SAME EXTENT AS IF THE
AMOUNT OF ITS PARTICIPATING INTEREST WERE OWING DIRECTLY TO IT AS A LENDER UNDER
THIS AGREEMENT.
THE RIGHTS OF ANY PARTICIPANT ONLY SHALL BE DERIVATIVE THROUGH
THE ORIGINATING LENDER WITH WHOM SUCH PARTICIPANT PARTICIPATES, PROVIDED,
HOWEVER, EACH PARTICIPANT SHALL HAVE THE RIGHT TO PARTICIPATE DIRECTLY IN THE
MAKING OF DECISIONS BY THE LENDERS AND SHALL HAVE