BY THE
BORROWERS AND THE LENDER AND ANY PROVISION OF THIS AGREEMENT MAY BE WAIVED BY
THE LENDER.
SECTION 11.05
ASSIGNMENTS AND PARTICIPATIONS.
(A)
THE LENDER MAY FROM TIME TO TIME ASSIGN ALL
OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE LOAN
DOCUMENTS TO (I) ANY AFFILIATE OF THE LENDER WHICH HAS SHAREHOLDER EQUITY OF AT
LEAST $50,000,000; OR (II) ANOTHER PERSON, IN EACH CASE, IN RESPECT OF CLAUSE
(I) OF THIS SECTION, PRIOR TO THE CONTINUANCE OF DEFAULT, AND IN RESPECT OF
CLAUSE (II), PRIOR TO THE CONTINUANCE OF AN EVENT OF DEFAULT, WITH THE PRIOR
CONSENT OF THE BORROWERS WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
PROVIDED, FURTHER, THAT THE PARTIES TO EACH SUCH ASSIGNMENT SHALL EXECUTE AND
DELIVER A COMPLETED ASSIGNMENT AND ACCEPTANCE, ALONG WITH REPLACEMENT NOTE
EXECUTED AND DELIVERED BY THE BORROWERS.
(B)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF
PURSUANT TO SECTION 11.05(E), UPON SUCH EXECUTION AND DELIVERY, FROM AND AFTER
THE EFFECTIVE DATE SPECIFIED IN SUCH ASSIGNMENT
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AND ACCEPTANCE, (I) THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE
EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED TO IT PURSUANT
TO SUCH ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF THE LENDER
HEREUNDER, AND (II) THE LENDER ASSIGNOR THEREUNDER SHALL, TO THE EXTENT THAT ANY
RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH
ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
(C)
ANY ASSIGNMENT OR TRANSFER BY THE LENDER OF
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS
SECTION SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT AS A SALE BY THE LENDER
OF A PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN ACCORDANCE WITH THE
FOLLOWING PARAGRAPH OF THIS SECTION.
(D)
THE LENDER MAY SELL PARTICIPATIONS TO ONE OR
MORE PERSONS IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT; PROVIDED, HOWEVER, THAT (I) THE LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (II) THE LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS,
(III) THE LENDER SHALL REMAIN THE HOLDER OF ANY SUCH NOTE FOR ALL PURPOSES OF
THIS AGREEMENT, AND (IV) THE BORROWERS SHALL CONTINUE TO DEAL SOLELY AND
DIRECTLY WITH THE LENDER IN CONNECTION WITH THE LENDER'S RIGHTS AND OBLIGATIONS
UNDER AND IN RESPECT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
NOTWITHSTANDING THE TERMS OF SECTION 3.03 OF THIS AGREEMENT, EACH PARTICIPANT OF
THE LENDER SHALL BE ENTITLED TO THE ADDITIONAL COMPENSATION AND OTHER RIGHTS AND
PROTECTIONS AFFORDED THE LENDER UNDER SECTION 3.03 OF THIS AGREEMENT TO THE SAME
EXTENT AS THE LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE THEM WITH RESPECT TO
THE PARTICIPATION SOLD TO SUCH PARTICIPANT.
(E)
THE BORROWERS SHALL MAINTAIN A REGISTER
(THE "REGISTER") ON WHICH THEY WILL RECORD THE LENDER'S RIGHTS HEREUNDER, AND
EACH ASSIGNMENT AND ACCEPTANCE AND PARTICIPATION.
THE REGISTER SHALL INCLUDE
THE NAMES AND