BEHALF AND TO EXERCISE SUCH
POWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ARE DELEGATED TO
AGENT BY THE TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO; AND (VI) SUCH ELIGIBLE ASSIGNEE AGREES THAT IT
WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE
TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
13.22.2
AGENT SHALL MAINTAIN A COPY OF EACH ASSIGNMENT AND ASSUMPTION
DELIVERED TO AND ACCEPTED BY IT AND SHALL RECORD IN ITS RECORDS THE NAMES AND
ADDRESS OF EACH LENDER AND THE COMMITMENT OF, AND PERCENTAGE OF THE LOAN OWING
TO, SUCH LENDER FROM TIME TO TIME.
BORROWER, THE AGENT AND LENDERS MAY TREAT
EACH ENTITY WHOSE NAME IS SO RECORDED AS A LENDER HEREUNDER FOR ALL PURPOSES OF
THIS AGREEMENT.
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13.22.3
UPON RECEIPT OF AN ASSIGNMENT AND ASSUMPTION EXECUTED BY AN
ASSIGNING LENDER AND AN ELIGIBLE ASSIGNEE, AGENT SHALL, IF SUCH ASSIGNMENT AND
ASSUMPTION HAS BEEN PROPERLY COMPLETED AND CONSENTED TO IF REQUIRED HEREIN,
ACCEPT SUCH ASSIGNMENT AND ASSUMPTION, AND RECORD THE INFORMATION CONTAINED
THEREIN IN ITS RECORDS, AND THE AGENT SHALL USE ITS BEST EFFORTS TO GIVE PROMPT
NOTICE THEREOF TO BORROWER (PROVIDED THAT NEITHER THE AGENT NOR THE LENDERS
SHALL BE LIABLE FOR ANY FAILURE TO GIVE SUCH NOTICE).
13.22.4
BORROWER SHALL USE REASONABLE EFFORTS TO COOPERATE WITH AGENT
AND EACH LENDER IN CONNECTION WITH THE ASSIGNMENT OF INTERESTS UNDER THIS
AGREEMENT OR THE SALE OF PARTICIPATIONS HEREIN WHICH SHALL BE AT NO COST TO THE
BORROWER.
13.22.5
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING,
AND WITHOUT THE NEED TO COMPLY WITH ANY OF THE FORMAL OR PROCEDURAL REQUIREMENTS
OF THIS AGREEMENT, INCLUDING THIS SECTION, ANY LENDER MAY AT ANY TIME AND FROM
TIME TO TIME PLEDGE AND ASSIGN ALL OR ANY PORTION OF ITS RIGHTS UNDER ALL OR ANY
OF THE LOAN DOCUMENTS TO A FEDERAL RESERVE BANK OR, IN THE CASE OF A LENDER
WHICH IS A FUND, TO ANY HOLDERS OF OBLIGATIONS OWED OR SECURITIES ISSUED BY SUCH
LENDER OR ANY TRUSTEE FOR OR OTHER REPRESENTATIVES OF SUCH HOLDERS; PROVIDED
THAT NO SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE SUCH LENDER FROM ITS OBLIGATIONS
HEREUNDER.
TO FACILITATE ANY SUCH PLEDGE OR ASSIGNMENT, THE AGENT SHALL, AT THE
REQUEST OF SUCH LENDER, ENTER INTO A LETTER AGREEMENT WITH THE FEDERAL RESERVE
BANK IN, OR SUBSTANTIALLY IN, THE FORM OF THE EXHIBIT TO APPENDIX C TO THE
FEDERAL RESERVE BANK OF NEW YORK OPERATING CIRCULAR NO. 12.
13.22.6
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING,
AND SUBJECT TO THE REQUIREMENT THAT PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT, (X) KEYBANK NATIONAL ASSOCIATION SHALL AT ALL TIMES HOLD NOT LESS THAN
TWENTY-FIVE PERCENT (25%) OF THE LENDERS' INTEREST IN THE LOAN AND (Y) KEYBANK
NATIONAL ASSOCIATION'S INTEREST IN THE LOAN SHALL AT ALL TIMES EQUAL OR EXCEED
THE INTEREST OF EACH OTHER LENDER AS PROVIDED IN SECTION 13.22 HEREOF, ANY
LENDER MAY