OR THE PERFORMANCE OR
OBSERVANCE BY BORROWERS OR ANY GUARANTOR OF ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT FURNISHED PURSUANT HERETO; (3) SUCH
ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH
SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS
OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO SUCH ASSIGNMENT AND
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ACCEPTANCE; (4) SUCH ASSIGNEE WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON
AGENT, SUCH ASSIGNING LENDER, OR ANY OTHER LENDER, AND BASED ON SUCH DOCUMENTS
AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS
OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT; (5)
SUCH ASSIGNEE APPOINTS AND AUTHORIZES AGENT TO TAKE SUCH ACTION AS AGENT ON ITS
BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO
AGENT BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO; AND (6) SUCH 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.
(D)
IMMEDIATELY UPON EACH ASSIGNEE'S MAKING ITS
PROCESSING FEE PAYMENT UNDER THE ASSIGNMENT AND ACCEPTANCE, 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
COMMITMENTS OF THE ASSIGNOR AND ASSIGNEE ARISING THEREFROM.
THE COMMITMENT
ALLOCATED TO EACH ASSIGNEE SHALL REDUCE SUCH COMMITMENT OF THE ASSIGNING LENDER
PRO TANTO.
(E)
ANY LENDER MAY AT ANY TIME, WITH THE
WRITTEN CONSENT OF AGENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
(AND, IF NO EVENT OF DEFAULT THEN EXISTS AND IS CONTINUING, THE ADMINISTRATIVE
BORROWER (WHOSE CONSENT SHALL NOT BE UNREASONABLY WITHHELD)) SELL TO ONE OR MORE
PERSONS (A "PARTICIPANT") PARTICIPATING INTERESTS IN THE OBLIGATIONS, THE
COMMITMENT, AND THE OTHER RIGHTS AND 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, (III) BORROWERS AND 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, (IV) NO ORIGINATING LENDER SHALL TRANSFER OR GRANT ANY
PARTICIPATING INTEREST UNDER WHICH THE PARTICIPANT HAS THE SOLE AND EXCLUSIVE
RIGHT TO APPROVE ANY AMENDMENT TO, OR ANY CONSENT OR WAIVER WITH RESPECT TO,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, EXCEPT TO THE EXTENT SUCH AMENDMENT
TO, OR CONSENT OR WAIVER WITH RESPECT TO THIS AGREEMENT OR OF ANY OTHER LOAN
DOCUMENT WOULD (A) EXTEND THE FINAL MATURITY DATE OF THE OBLIGATIONS HEREUNDER
IN WHICH SUCH PARTICIPANT IS PARTICIPATING; (B) REDUCE THE INTEREST RATE
APPLICABLE TO THE OBLIGATIONS HEREUNDER IN WHICH SUCH PARTICIPANT IS
PARTICIPATING; (C) RELEASE ALL OR A MATERIAL PORTION