hereto
agree as follows:
SECTION 1. DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT, CAPITALIZED
TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN APPENDIX A TO THE PARTICIPATION AGREEMENT AND THE GENERAL
PROVISIONS OF APPENDIX A SHALL APPLY HERETO.
SECTION 2. ASSIGNMENT. THE TRANSFEROR HEREBY IRREVOCABLY TRANSFERS
UNTO THE TRANSFEREE AS OF THE DATE HEREOF, ALL OF ITS PRESENT AND FUTURE RIGHT,
TITLE AND INTEREST IN AND TO THE TRANSFERRED DOCUMENTS AND ALL PROCEEDS OF THE
FOREGOING, TOGETHER WITH ALL OTHER DOCUMENTS AND INSTRUMENTS EVIDENCING ANY SUCH
RIGHT, TITLE AND INTEREST, EXCEPT SUCH RIGHTS OF THE TRANSFEROR AS HAVE ARISEN
OR ACCRUED IN FAVOR OF THE TRANSFEROR PRIOR TO THE DATE OF THIS AGREEMENT (SUCH
RETAINED RIGHTS TO INCLUDE, WITHOUT LIMITATION, [SPECIFIC ITEMS TO BE LISTED]).
SECTION 3. ASSUMPTION. THE TRANSFEREE HEREBY ASSUMES, AND COVENANTS
AND AGREES TO PAY, PERFORM AND DISCHARGE, ALL OF THE OBLIGATIONS AND LIABILITIES
OF THE "EQUITY INVESTOR" ARISING OR ACCRUING FROM AND AFTER THE EFFECTIVE DATE
OF THIS AGREEMENT UNDER THE TRANSFERRED DOCUMENTS AND ALL OF THE OBLIGATIONS AND
LIABILITIES OF THE "EQUITY INVESTOR" ARISING OR ACCRUING FROM AND AFTER THE
EFFECTIVE DATE OF THIS AGREEMENT IN CONNECTION WITH THE MEMBER INTEREST. THE
TRANSFEREE HEREBY CONFIRMS THAT IT SHALL, TO THE EXTENT OF ITS ASSUMPTION
THEREOF SET FORTH HEREIN, BE BOUND BY ALL THE TERMS OF THE TRANSFERRED DOCUMENTS
AND SHALL UNDERTAKE ALL OF THE OBLIGATIONS AND LIABILITIES OF THE TRANSFEROR AS
IF THEREIN NAMED AS THE EQUITY INVESTOR.
Exhibit F to the Participation Agreement
SECTION 4. REPRESENTATIONS AND WARRANTIES. THE TRANSFEREE REPRESENTS
AND WARRANTS THAT, AS OF THE DATE HEREOF:
Section 4.1. it is a ______________ duly organized, validly existing
and in good standing under the laws of________, and has the power and
authority to enter into and perform its obligations under this Agreement;
Section 4.2. this Agreement, has been or when executed and delivered
will be, duly authorized, executed and delivered by the Transferee and,
assuming the due authorization, execution and delivery by and
enforceability against the Transferor, this Agreement constitutes or when
executed and delivered will constitute the legal, valid and binding
obligations of the Transferee, enforceable against the Transferee in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, arrangement, moratorium
or other laws relating to or affecting the rights of creditors generally
and by general principles of equity;
Section 4.3. the execution, delivery and performance by the Transferee
of this Agreement and the consummation by the Transferee of the
transactions contemplated hereby, do not and will not (i) contravene (A)
any Applicable Law binding on the Transferee or its property, or (B) any of
its organizational documents, or (ii) constitute a violation of or a
default under, any indenture, mortgage or other material contract,
agreement or instrument to which the Transferee is a party or by which the
Transferee or its property is bound which, in any case, individually or in
the aggregate, is reasonably likely