APPLICABLE LAW, BE DEEMED TO HAVE THE RIGHT OF SETOFF 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, PROVIDED THAT, IN PURCHASING SUCH PARTICIPATING
INTEREST, SUCH PARTICIPANT SHALL BE DEEMED TO HAVE AGREED TO SHARE WITH THE
LENDERS THE PROCEEDS THEREOF AS PROVIDED IN SECTION 10.7(A) AS FULLY AS IF SUCH
PARTICIPANT WERE A LENDER HEREUNDER.
THE BORROWER ALSO AGREES THAT EACH
PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.19, 2.20 AND 2.21
WITH RESPECT TO ITS PARTICIPATION IN THE COMMITMENTS AND THE LOANS OUTSTANDING
FROM TIME TO TIME AS IF SUCH PARTICIPANT WERE A LENDER; PROVIDED THAT, IN THE
CASE OF SECTION 2.20, SUCH PARTICIPANT SHALL HAVE COMPLIED WITH THE REQUIREMENTS
OF SAID SECTION AND SECTION 9.12, AND PROVIDED, FURTHER, THAT NO PARTICIPANT
SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO ANY SUCH
SECTION THAN THE TRANSFEROR LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE IN
RESPECT OF THE AMOUNT OF THE PARTICIPATION TRANSFERRED BY SUCH TRANSFEROR LENDER
TO SUCH PARTICIPANT HAD NO SUCH TRANSFER OCCURRED.
(C)
ANY LENDER (AN "ASSIGNOR") MAY, IN
ACCORDANCE WITH APPLICABLE LAW AND UPON WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT, AT ANY TIME AND FROM TIME TO TIME ASSIGN TO ANY LENDER OR ANY AFFILIATE
OR RELATED FUND THEREOF OR, WITH THE CONSENT OF THE BORROWER AND THE AGENTS AND,
IN THE CASE OF ANY ASSIGNMENT OF REVOLVING CREDIT COMMITMENTS, THE WRITTEN
CONSENT OF THE ISSUING LENDER UNDER THE REVOLVING CREDIT FACILITY AND THE SWING
LINE LENDER (WHICH, IN EACH CASE, SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED)
(PROVIDED (X) THAT NO SUCH CONSENT NEED BE OBTAINED WITH RESPECT TO ASSIGNMENTS
FROM OR TO THE ARRANGER OR ITS AFFILIATES AND (Y) THE CONSENT OF THE BORROWER
NEED NOT BE OBTAINED WITH RESPECT TO ANY ASSIGNMENT OF TERM LOANS OR FUNDED
LETTER OF CREDIT COMMITMENTS), TO AN ADDITIONAL BANK, FINANCIAL INSTITUTION OR
OTHER ENTITY (AN "ASSIGNEE") ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT PURSUANT TO AN ASSIGNMENT AND ACCEPTANCE, SUBSTANTIALLY IN THE
FORM OF EXHIBIT D (AN "ASSIGNMENT AND ACCEPTANCE"), EXECUTED BY SUCH ASSIGNEE
AND SUCH ASSIGNOR (AND, WHERE THE CONSENT OF THE BORROWER, THE ADMINISTRATIVE
AGENT, THE ISSUING LENDERS OR THE SWING LINE LENDER IS REQUIRED PURSUANT TO THE
FOREGOING PROVISIONS, BY THE BORROWER AND SUCH OTHER PERSONS) AND DELIVERED TO
THE ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER;
PROVIDED THAT NO SUCH ASSIGNMENT TO AN ASSIGNEE (OTHER THAN ANY LENDER OR ANY
AFFILIATE THEREOF OR ANY RELATED FUND) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT
OF LESS THAN $1,000,000 (WITH RESPECT TO TERM LOANS AND FUNDED LETTER OF CREDIT
COMMITMENTS AND $5,000,000 WITH RESPECT TO THE REVOLVING CREDIT FACILITY (OTHER
THAN, IN EACH CASE, IN THE CASE OF AN ASSIGNMENT OF
97
ALL OF A LENDER'S INTERESTS UNDER THIS AGREEMENT), UNLESS OTHERWISE AGREED BY