ASSIGNMENT AND ACCEPTANCE AGREEMENT
DELIVERED TO AND ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES
AND ADDRESSES OF THE BANKS AND THE BANK COMMITMENT OF, AND AGGREGATE OUTSTANDING
CAPITAL OF RECEIVABLE INTERESTS OR INTERESTS THEREIN OWNED BY, EACH BANK FROM
TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE
AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE SELLER, THE
ORIGINATORS, THE AGENT AND THE BANKS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A BANK UNDER THIS AGREEMENT FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE SELLER, THE
ORIGINATORS OR ANY BANK AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE
AGREEMENT EXECUTED BY AN ASSIGNING BANK AND AN ELIGIBLE ASSIGNEE, THE AGENT
SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE AGREEMENT HAS BEEN COMPLETED, (I)
ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AGREEMENT, (II) RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE
SELLER.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 10.03, ANY
BANK MAY AT ANY TIME PLEDGE OR GRANT A SECURITY INTEREST IN ALL OR ANY PORTION
OF ITS RIGHTS (INCLUDING, WITHOUT LIMITATION, RIGHTS TO PAYMENT OF CAPITAL AND
YIELD) UNDER THIS AGREEMENT OR UNDER THE ASSET PURCHASE AGREEMENT TO SECURE
OBLIGATIONS OF SUCH BANK TO A FEDERAL RESERVE BANK, WITHOUT
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NOTICE TO OR CONSENT OF THE SELLER OR THE AGENT; PROVIDED THAT NO SUCH PLEDGE OR
GRANT OF A SECURITY INTEREST SHALL RELEASE A BANK FROM ANY OF ITS OBLIGATIONS
HEREUNDER OR UNDER THE ASSET PURCHASE AGREEMENT, AS THE CASE MAY BE, OR
SUBSTITUTE ANY SUCH PLEDGEE OR GRANTEE FOR SUCH BANK AS A PARTY HERETO OR TO THE
ASSET PURCHASE AGREEMENT, AS THE CASE MAY BE.
(E)
EACH BANK MAY SELL PARTICIPATIONS, TO ONE OR MORE BANKS OR OTHER
ENTITIES, IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS BANK
COMMITMENT AND THE RECEIVABLE INTERESTS OR INTERESTS THEREIN OWNED BY IT);
PROVIDED, HOWEVER, THAT:
(i)
such Bank's obligations under this Agreement (including, without
limitation, its Bank Commitment to the Seller hereunder) shall remain unchanged;
(ii)
such Bank shall remain solely responsible to the other parties to
this Agreement for the performance of such obligations; and
(iii)
concurrently with such participation, the selling Bank shall sell
to such bank or other entity a participation in an equal percentage of its
rights and obligations under the Asset Purchase Agreement.
The Agent, the other Banks and the Seller shall have the right to continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement.
(F)
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE AGENT HEREIN
SHALL BE ASSIGNABLE BY THE AGENT AND ITS SUCCESSORS AND ASSIGNS; PROVIDED,
HOWEVER, THAT THE AGENT AGREES THAT IT