DOCUMENTS HAVE BEEN ASSIGNED
TO IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AGREEMENT, SHALL HAVE THE
RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE LOAN DOCUMENTS, (II) THE ASSIGNOR
LENDER SHALL, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE AGREEMENT, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS (BUT SHALL BE ENTITLED TO INDEMNIFICATION AS OTHERWISE
PROVIDED IN THIS AGREEMENT WITH RESPECT TO ANY EVENTS OCCURRING PRIOR TO THE
ASSIGNMENT) AND (III) 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 PERCENTAGE SHARES RESULTING
THEREFROM.
(3)
WITHIN FIVE BUSINESS DAYS AFTER ITS RECEIPT OF NOTICE BY THE
ADMINISTRATIVE AGENT THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND ACCEPTANCE
AGREEMENT AND PAYMENT OF THE PROCESSING FEE (WHICH NOTICE SHALL ALSO BE SENT BY
THE ADMINISTRATIVE AGENT TO EACH LENDER), THE BORROWER SHALL, IF REQUESTED BY
THE ASSIGNEE, EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT, A NEW NOTE
EVIDENCING SUCH ASSIGNEE'S PERCENTAGE SHARE OF THE LOAN.
(4)
ANY LENDER MAY AT ANY TIME SELL TO ONE OR MORE COMMERCIAL BANKS OR
OTHER PERSONS NOT AFFILIATES OF THE BORROWER (A "PARTICIPANT") PARTICIPATING
INTERESTS IN THE LOAN AND THE OTHER INTERESTS OF THAT LENDER (THE "ORIGINATING
LENDER") HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT
(I) 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, AND (III) THE BORROWER AND THE ADMINISTRATIVE
AGENT 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.
IN THE CASE OF ANY SUCH PARTICIPATION,
THE PARTICIPANT SHALL BE ENTITLED TO THE BENEFIT OF SECTIONS 2.5, 2.6, 2.8 AND
2.9 (AND SUBJECT TO THE BURDENS OF SECTIONS 2.7, 2.9(5) AND 11.8 ABOVE) AS
THOUGH IT WERE ALSO A LENDER THEREUNDER, AND 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, AND SECTION 11.10 OF THIS AGREEMENT SHALL APPLY TO SUCH
PARTICIPANT AS IF IT WERE A LENDER PARTY HERETO.
(5)
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE CONTRARY, ANY LENDER MAY ASSIGN ALL OR ANY
PORTION OF ITS PERCENTAGE SHARE OF THE LOAN HELD BY IT TO ANY FEDERAL RESERVE
LENDER OR THE UNITED STATES TREASURY AS COLLATERAL SECURITY PURSUANT TO
REGULATION A OF THE BOARD