THE ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT,
(II)
THE PARTIES TO EACH ASSIGNMENT SHALL EXECUTE AND DELIVER TO THE
AGENT AN ASSIGNMENT AND ASSUMPTION ("ASSIGNMENT AND ASSUMPTION") IN
SUBSTANTIALLY THE FORM OF EXHIBIT G HERETO, TOGETHER WITH A PROCESSING AND
RECORDATION FEE OF $3,500; AND
(III)
THE ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO THE
AGENT AN ADMINISTRATIVE QUESTIONNAIRE.
(C)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, THE ASSIGNEE'S COMPLETED
ADMINISTRATIVE QUESTIONNAIRE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER
HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO IN
SECTION 12.02(B)(II) AND ANY WRITTEN CONSENT TO SUCH ASSIGNMENT REQUIRED BY
SECTION 12.02(A), THE AGENT SHALL ACCEPT SUCH ASSIGNMENT AND ASSUMPTION AND
RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER; PROVIDED THAT IF
EITHER THE ASSIGNING LENDER OR THE ASSIGNEE SHALL HAVE FAILED TO MAKE ANY
PAYMENT REQUIRED TO BE MADE BY IT PURSUANT TO SECTION 2.04(A), 2.22(D),
2.23.6(B) OR 10.05, THE AGENT SHALL HAVE NO OBLIGATION TO ACCEPT SUCH ASSIGNMENT
AND ASSUMPTION AND RECORD THE INFORMATION THEREIN IN THE REGISTER UNLESS AND
UNTIL SUCH PAYMENT SHALL HAVE BEEN MADE IN FULL, TOGETHER WITH ALL ACCRUED
INTEREST THEREON.
NO ASSIGNMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS
AGREEMENT UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN THIS
PARAGRAPH.
SECTION 12.03
PARTICIPATIONS.
ANY LENDER MAY, WITHOUT THE CONSENT OF THE
BORROWER, THE AGENT, THE ISSUER OR THE SWING LINE LENDER, SELL PARTICIPATIONS TO
ONE OR MORE BANKS OR OTHER ENTITIES (A "PARTICIPANT") IN ALL OR A PORTION OF
SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS OWING TO
IT); PROVIDED THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN
SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH
OBLIGATIONS, (III) SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH NOTE FOR ALL
PURPOSES UNDER THE LOAN DOCUMENTS, (IV) ALL AMOUNTS PAYABLE BY THE BORROWER
UNDER THIS AGREEMENT SHALL BE DETERMINED AS IF SUCH LENDER HAD NOT SOLD
PARTICIPATING INTERESTS AND (V) THE BORROWER, THE AGENT, THE ISSUER AND THE
OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
ANY
AGREEMENT OR INSTRUMENT PURSUANT TO WHICH A LENDER SELLS SUCH A PARTICIPATION
SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THIS
AGREEMENT AND TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT; PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY PROVIDE THAT
SUCH LENDER WILL NOT, WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE TO ANY
AMENDMENT, MODIFICATION OR WAIVER THAT (I) FORGIVES PRINCIPAL, INTEREST OR FEES
(OTHER THAN AGENT'S FEES) OR REDUCES THE INTEREST RATE (OTHER THAN AGENT'S
FEES), (II) POSTPONES ANY DATE FIXED FOR ANY REGULARLY SCHEDULED PAYMENT OF
PRINCIPAL