THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO BORROWER
MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND EACH LENDER.
(B)
EACH BORROWER ACKNOWLEDGES THAT IN THE
REGULAR COURSE OF COMMERCIAL BANKING BUSINESS ONE OR MORE LENDERS MAY AT ANY
TIME AND FROM TIME TO TIME SELL PARTICIPATING INTERESTS IN THE ADVANCES TO OTHER
FINANCIAL INSTITUTIONS (EACH SUCH TRANSFEREE OR PURCHASER OF A PARTICIPATING
INTEREST, A "PARTICIPANT").
EACH PARTICIPANT MAY EXERCISE ALL RIGHTS OF PAYMENT
(INCLUDING RIGHTS OF SET-OFF) WITH RESPECT TO THE PORTION OF SUCH ADVANCES HELD
BY IT OR OTHER OBLIGATIONS PAYABLE HEREUNDER AS FULLY AS IF SUCH PARTICIPANT
WERE THE DIRECT HOLDER THEREOF PROVIDED THAT BORROWERS SHALL NOT BE REQUIRED TO
PAY TO ANY PARTICIPANT MORE THAN THE AMOUNT WHICH IT WOULD HAVE BEEN REQUIRED TO
PAY TO LENDER WHICH GRANTED AN INTEREST IN ITS ADVANCES OR OTHER OBLIGATIONS
PAYABLE HEREUNDER TO SUCH PARTICIPANT HAD SUCH LENDER RETAINED SUCH INTEREST IN
THE ADVANCES HEREUNDER OR OTHER OBLIGATIONS PAYABLE HEREUNDER AND IN NO EVENT
SHALL BORROWERS BE REQUIRED TO PAY ANY SUCH AMOUNT ARISING FROM THE SAME
CIRCUMSTANCES AND WITH RESPECT TO THE SAME ADVANCES OR OTHER OBLIGATIONS PAYABLE
HEREUNDER TO BOTH SUCH LENDER AND SUCH PARTICIPANT.
EACH BORROWER HEREBY GRANTS
TO ANY PARTICIPANT A CONTINUING SECURITY INTEREST IN ANY DEPOSITS, MONEYS OR
OTHER PROPERTY ACTUALLY OR CONSTRUCTIVELY HELD BY SUCH PARTICIPANT AS SECURITY
FOR THE PARTICIPANT'S INTEREST IN THE ADVANCES.
(C)
ANY LENDER, WITH THE CONSENT OF AGENT WHICH
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, MAY SELL, ASSIGN OR TRANSFER ALL
OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER OR RELATING TO REVOLVING
ADVANCES UNDER THIS AGREEMENT AND THE OTHER DOCUMENTS TO ONE OR MORE ADDITIONAL
BANKS OR FINANCIAL INSTITUTIONS AND ONE OR MORE ADDITIONAL BANKS OR FINANCIAL
INSTITUTIONS MAY COMMIT TO MAKE ADVANCES HEREUNDER (EACH A "PURCHASING LENDER"),
IN MINIMUM AMOUNTS OF NOT LESS THAN $3,000,000, PURSUANT TO A COMMITMENT
TRANSFER SUPPLEMENT, EXECUTED BY A PURCHASING LENDER, THE TRANSFEROR LENDER, AND
AGENT AND DELIVERED TO AGENT FOR RECORDING.
UPON SUCH EXECUTION, DELIVERY,
ACCEPTANCE AND RECORDING, FROM AND AFTER THE TRANSFER EFFECTIVE DATE DETERMINED
PURSUANT TO SUCH COMMITMENT TRANSFER SUPPLEMENT, (I) PURCHASING LENDER
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH
COMMITMENT TRANSFER SUPPLEMENT, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER
THEREUNDER WITH A COMMITMENT PERCENTAGE AS SET FORTH THEREIN, AND (II) THE
TRANSFEROR LENDER THEREUNDER SHALL, TO THE EXTENT PROVIDED IN SUCH COMMITMENT
TRANSFER SUPPLEMENT, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE
COMMITMENT TRANSFER SUPPLEMENT CREATING A NOVATION FOR THAT PURPOSE.
SUCH
COMMITMENT TRANSFER SUPPLEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT TO THE
EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF SUCH
PURCHASING LENDER AND THE RESULTING ADJUSTMENT OF THE COMMITMENT PERCENTAGES
ARISING FROM THE PURCHASE BY SUCH PURCHASING
94
LENDER OF ALL OR A PORTION OF THE RIGHTS AND OBLIGATIONS OF SUCH TRANSFEROR
LENDER UNDER THIS AGREEMENT