AGREES, PROMPTLY
UPON DEMAND, TO PURCHASE A PARTICIPATION IN THE AGGREGATE OUTSTANDING CREDIT
EXPOSURE HELD BY THE OTHER LENDERS SO THAT AFTER SUCH PURCHASE EACH LENDER WILL
HOLD ITS PRO RATA SHARE OF THE AGGREGATE OUTSTANDING CREDIT EXPOSURE.
IF ANY
LENDER, WHETHER IN CONNECTION WITH SETOFF OR AMOUNTS WHICH MIGHT BE SUBJECT TO
SETOFF OR OTHERWISE, RECEIVES COLLATERAL OR OTHER PROTECTION FOR ITS OBLIGATIONS
OR SUCH AMOUNTS WHICH MAY BE SUBJECT TO SETOFF, SUCH LENDER AGREES, PROMPTLY
UPON DEMAND, TO TAKE SUCH ACTION NECESSARY SUCH THAT ALL LENDERS SHARE IN THE
BENEFITS OF SUCH COLLATERAL RATABLY IN PROPORTION TO THEIR RESPECTIVE PRO RATA
SHARES OF THE AGGREGATE OUTSTANDING CREDIT EXPOSURE.
IN CASE ANY SUCH PAYMENT
IS DISTURBED BY LEGAL PROCESS, OR OTHERWISE, APPROPRIATE FURTHER ADJUSTMENTS
SHALL BE MADE.
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
12.1.
SUCCESSORS AND ASSIGNS; DESIGNATED LENDERS.
12.1.1
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER, THE PARENT, THE
AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED
HEREBY, EXCEPT THAT (I) NEITHER THE PARENT NOR THE BORROWER SHALL HAVE ANY RIGHT
TO ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS WITHOUT THE PRIOR
WRITTEN CONSENT OF EACH LENDER, (II) ANY ASSIGNMENT BY ANY LENDER MUST BE MADE
IN COMPLIANCE WITH SECTION 12.3, AND (III) ANY TRANSFER BY PARTICIPANTS MUST BE
MADE IN COMPLIANCE WITH SECTION 12.2.
ANY ATTEMPTED ASSIGNMENT OR TRANSFER BY
ANY PARTY NOT MADE IN COMPLIANCE WITH THIS SECTION 12.1 SHALL BE NULL AND VOID,
UNLESS SUCH ATTEMPTED ASSIGNMENT OR TRANSFER IS TREATED AS A PARTICIPATION IN
ACCORDANCE WITH SECTION 12.3.2.
THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT
CLAUSE (II) OF THIS SECTION 12.1 RELATES ONLY TO ABSOLUTE ASSIGNMENTS AND THIS
SECTION 12.1 DOES NOT PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS,
INCLUDING, WITHOUT LIMITATION, (X) ANY PLEDGE OR ASSIGNMENT BY ANY LENDER OF ALL
OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT AND ANY NOTE TO A FEDERAL
RESERVE BANK, (Y) IN THE CASE OF A LENDER WHICH IS A FUND, ANY PLEDGE OR
ASSIGNMENT OF ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT AND ANY NOTE
TO ITS TRUSTEE IN SUPPORT OF ITS OBLIGATIONS TO ITS TRUSTEE OR (Z) ANY PLEDGE OR
ASSIGNMENT BY ANY LENDER OF ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT AND ANY NOTE TO DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTIES IN
CREDIT DERIVATIVE TRANSACTIONS RELATING TO THE REVOLVING LOANS; PROVIDED,
HOWEVER, THAT NO SUCH PLEDGE OR ASSIGNMENT CREATING A SECURITY INTEREST SHALL
RELEASE THE TRANSFEROR LENDER FROM ITS OBLIGATIONS HEREUNDER UNLESS AND UNTIL
THE PARTIES THERETO HAVE COMPLIED WITH THE PROVISIONS OF SECTION 12.3.
THE
AGENT MAY TREAT THE PERSON WHICH MADE ANY REVOLVING LOAN OR WHICH HOLDS ANY NOTE
AS THE OWNER THEREOF FOR ALL PURPOSES
81
HEREOF UNLESS AND UNTIL SUCH PERSON COMPLIES WITH SECTION 12.3; PROVIDED,
HOWEVER, THAT THE AGENT MAY IN ITS DISCRETION (BUT SHALL NOT BE REQUIRED TO)
FOLLOW INSTRUCTIONS