BORROWER, THE REVOLVING FRONTING BANKS AND THE AGENT SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH BANK IN CONNECTION WITH SUCH
BANK'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
ANY AGREEMENT PURSUANT TO
WHICH ANY BANK MAY GRANT SUCH A PARTICIPATING INTEREST SHALL PROVIDE THAT SUCH
BANK SHALL RETAIN THE SOLE RIGHT AND RESPONSIBILITY TO ENFORCE THE OBLIGATIONS
OF THE BORROWER HEREUNDER
105
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO APPROVE ANY AMENDMENT, MODIFICATION
OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT;
PROVIDED THAT SUCH PARTICIPATION AGREEMENT MAY PROVIDE THAT SUCH BANK WILL NOT
AGREE TO ANY MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT DESCRIBED IN
CLAUSES (A) (I), (IV) THROUGH (VI) AND CLAUSE (B) OF SECTION 10.05 WITHOUT THE
CONSENT OF THE PARTICIPANT.
THE BORROWER AGREES THAT EACH PARTICIPANT SHALL, TO
THE EXTENT PROVIDED IN ITS PARTICIPATION AGREEMENT, BE ENTITLED TO THE BENEFITS
OF ARTICLE 8 WITH RESPECT TO ITS PARTICIPATING INTEREST.
AN ASSIGNMENT OR OTHER
TRANSFER WHICH IS NOT PERMITTED BY SUBSECTION (C) OR (D) BELOW SHALL BE GIVEN
EFFECT FOR PURPOSES OF THIS AGREEMENT ONLY TO THE EXTENT OF A PARTICIPATING
INTEREST GRANTED IN ACCORDANCE WITH THIS SUBSECTION (B).
(C)
ANY BANK PARTY OTHER THAN A CONDUIT LENDER MAY AT ANY TIME ASSIGN
TO ONE OR MORE BANKS OR OTHER INSTITUTIONS (EACH, AN "ASSIGNEE") ALL, OR A
PROPORTIONATE PART OF ALL, IN EACH CASE IN AN AMOUNT NOT LESS THAN $1,000,000
(OR SUCH LESSER AMOUNT AS MAY BE AGREED TO BY THE BORROWER AND THE AGENT)
(EXCEPT IN THE CASE OF AN ASSIGNMENT WHICH WILL RESULT IN A GROUP OF BANKS WHICH
ARE MANAGED BY THE SAME BANK PARTY HOLDING A REVOLVING CREDIT LOAN COMMITMENT OR
TERM LOAN COMMITMENT (AS THE CASE MAY BE) OF NOT LESS THAN $1,000,000), OF ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS,
AND SUCH ASSIGNEE SHALL ASSUME SUCH RIGHTS AND OBLIGATIONS, PURSUANT TO AN
ASSIGNMENT AND ASSUMPTION IN SUBSTANTIALLY THE FORM OF EXHIBIT C-1 OR EXHIBIT
C-2 HERETO, AS THE CASE MAY BE, EXECUTED BY SUCH ASSIGNEE AND SUCH TRANSFEROR
BANK PARTY, WITH (AND SUBJECT TO) THE SUBSCRIBED CONSENT OF THE AGENT, THE
BORROWER (WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED BUT WHICH SHALL
NOT BE REQUIRED IF (1) AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, (2) IN THE CASE OF ASSIGNMENTS WITH RESPECT TO ANY TERM LOAN
FACILITY, (3) IN THE CASE OF ASSIGNMENTS BY A BANK PARTY TO A RELATED FUND OF
SUCH BANK PARTY AND (4) IN THE CASE OF ASSIGNMENTS WITH RESPECT TO THE REVOLVING
CREDIT FACILITY, IF THE PROPOSED ASSIGNEE HAS A SENIOR UNSECURED DEBT RATING OF
"BBB" OR HIGHER BY STANDARD & POOR'S RATING SERVICES OR "BAA2" OR HIGHER BY
MOODY'S INVESTOR SERVICE, INC.), AND, IN THE CASE OF ASSIGNMENTS WITH RESPECT TO
THE REVOLVING CREDIT LOAN FACILITY, EACH REVOLVING FRONTING BANK (SUCH CONSENT
NOT TO BE UNREASONABLY WITHHELD OR DELAYED); PROVIDED THAT IF AN ASSIGNEE IS AN
AFFILIATE OF SUCH TRANSFEROR