LENDERS (EACH A
"CO-LENDER"). EACH ADDITIONAL CO-LENDER SHALL ENTER INTO AN ASSIGNMENT AND
ASSUMPTION AGREEMENT (THE "ASSIGNMENT AND ASSUMPTION") ASSIGNING A PORTION OF
LENDER'S OR CO-LENDER'S RIGHTS AND OBLIGATIONS UNDER THE LOAN, AND PURSUANT TO
WHICH THE ADDITIONAL CO-LENDER ACCEPTS SUCH ASSIGNMENT AND ASSUMES THE ASSIGNED
OBLIGATIONS. FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN THE ASSIGNMENT AND
ASSUMPTION (I) EACH CO-LENDER SHALL BE A PARTY HERETO AND TO EACH LOAN DOCUMENT
TO THE EXTENT OF THE APPLICABLE PERCENTAGE OR PERCENTAGES SET FORTH IN THE
ASSIGNMENT AND ASSUMPTION AND, EXCEPT AS SPECIFIED OTHERWISE HEREIN, SHALL
SUCCEED TO THE RIGHTS AND OBLIGATIONS OF LENDER AND THE CO-LENDERS HEREUNDER AND
THEREUNDER IN RESPECT OF THE LOAN, AND (II) LENDER, AS LENDER AND EACH
CO-LENDER, AS APPLICABLE, SHALL, TO THE EXTENT SUCH RIGHTS AND OBLIGATIONS HAVE
BEEN ASSIGNED BY IT PURSUANT TO SUCH ASSIGNMENT AND ASSUMPTION, RELINQUISH ITS
RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS HEREUNDER AND UNDER THE LOAN
DOCUMENTS.
(B)
THE LIABILITIES OF LENDER AND EACH OF THE
CO-LENDERS SHALL BE SEVERAL AND NOT JOINT. NEITHER LENDER NOR ANY CO-LENDER
SHALL BE RESPONSIBLE FOR THE OBLIGATIONS OF ANY OTHER CO-LENDER. IF FOR ANY
REASON ANY OF THE CO-LENDERS SHALL FAIL OR REFUSE TO ABIDE BY THEIR OBLIGATIONS
UNDER THIS AGREEMENT, LENDER AND THE OTHER CO-LENDERS SHALL NOT BE RELIEVED OF
THEIR OBLIGATIONS, IF ANY, HEREUNDER.
(C)
BORROWER AGREES THAT IT SHALL, IN
CONNECTION WITH ANY SALE OF ALL OR ANY PORTION OF THE LOAN, WHETHER IN WHOLE OR
TO AN ADDITIONAL CO-LENDER OR PARTICIPANT, WITHIN TEN (10) BUSINESS DAYS AFTER
REQUESTED BY LENDER, FURNISH LENDER WITH THE CERTIFICATES REQUIRED UNDER
SECTIONS 5.1.10 AND 5.1.13 HEREOF AND SUCH OTHER INFORMATION AS REASONABLY
REQUESTED BY ANY ADDITIONAL CO-LENDER OR PARTICIPANT IN PERFORMING ITS DUE
DILIGENCE IN CONNECTION WITH ITS PURCHASE OF AN INTEREST IN THE LOAN.
(D)
LENDER (OR AN AFFILIATE OF LENDER) SHALL ACT
AS ADMINISTRATIVE AGENT FOR ITSELF AND THE CO-LENDERS (TOGETHER WITH ANY
SUCCESSOR ADMINISTRATIVE AGENT, THE "AGENT") PURSUANT TO THIS SECTION 9.7.
BORROWER ACKNOWLEDGES THAT LENDER, AS AGENT, SHALL HAVE THE SOLE AND EXCLUSIVE
AUTHORITY TO EXECUTE AND PERFORM THIS AGREEMENT AND EACH LOAN
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DOCUMENT ON BEHALF OF ITSELF, AS LENDER AND AS AGENT FOR ITSELF AND THE
CO-LENDERS UNTIL REPLACED AS AGENT PURSUANT TO THE TERMS OF THE CO-LENDING
AGREEMENT; PROVIDED, HOWEVER, (I) SO LONG AS NO EVENT OF DEFAULT SHALL THEN
EXIST OR (II) AGENT SHALL NOT BE IN DEFAULT UNDER THE CO-LENDING AGREEMENT
(WHICH WOULD ENTITLE THE CO-LENDERS TO REPLACE AGENT), BORROWER SHALL HAVE THE
RIGHT TO APPROVE ANY REPLACEMENT OR SUCCESSOR AGENT, WHICH SUCH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED. LENDER ACKNOWLEDGES THAT LENDER, AS
AGENT, SHALL RETAIN THE EXCLUSIVE RIGHT TO GRANT ALL APPROVALS AND GIVE CONSENTS
WITH RESPECT TO THE OPERATING BUDGETS REQUIRED TO BE DELIVERED HEREUNDER AND
WITH RESPECT TO MATTERS CONCERNING THE ESTABLISHMENT AND ADMINISTRATION OF THE
ACCOUNTS. EXCEPT AS OTHERWISE PROVIDED HEREIN, BORROWER SHALL HAVE NO OBLIGATION
TO RECOGNIZE OR DEAL DIRECTLY WITH ANY CO-LENDER, AND