OF ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT AND THE PROGRAM DOCUMENTS; PROVIDED,
HOWEVER, THAT BUYER SHALL MAINTAIN, FOR REVIEW BY SELLER UPON WRITTEN REQUEST, A
REGISTER OF ASSIGNEES AND A COPY OF AN EXECUTED ASSIGNMENT AND ACCEPTANCE BY
BUYER AND ASSIGNEE ("ASSIGNMENT AND ACCEPTANCE"), SPECIFYING THE PERCENTAGE OR
PORTION OF SUCH RIGHTS AND OBLIGATIONS ASSIGNED.
UPON SUCH ASSIGNMENT, (A) SUCH
ASSIGNEE SHALL BE A PARTY HERETO AND TO EACH PROGRAM DOCUMENT TO THE EXTENT OF
THE PERCENTAGE OR PORTION SET FORTH IN THE ASSIGNMENT AND ACCEPTANCE, AND SHALL
SUCCEED TO THE APPLICABLE RIGHTS AND OBLIGATIONS OF BUYER HEREUNDER, AND (B)
BUYER SHALL, TO THE EXTENT THAT SUCH RIGHTS AND OBLIGATIONS HAVE BEEN SO
ASSIGNED BY IT TO EITHER (I) AN AFFILIATE OF BUYER WHICH ASSUMES THE OBLIGATIONS
OF SUCH BUYER OR (II) TO ANOTHER PERSON WHICH ASSUMES THE OBLIGATIONS OF BUYER,
BE RELEASED FROM ITS OBLIGATIONS HEREUNDER ACCRUING THEREAFTER AND UNDER THE
PROGRAM DOCUMENTS.
UNLESS OTHERWISE STATED IN THE ASSIGNMENT AND ACCEPTANCE,
SELLER SHALL CONTINUE TO TAKE DIRECTIONS SOLELY FROM BUYER UNLESS OTHERWISE
NOTIFIED BY BUYER IN WRITING.
BUYER MAY DISTRIBUTE TO ANY PROSPECTIVE ASSIGNEE
ANY DOCUMENT OR OTHER INFORMATION DELIVERED TO BUYER BY SELLER.
NOTWITHSTANDING
ANY ASSIGNMENT BY BUYER PURSUANT TO THIS SECTION 29, BUYER SHALL REMAIN LIABLE
AS TO THE TRANSACTIONS.
B)
BUYER MAY SELL TO ONE OR MORE PERSONS
PARTICIPATIONS IN ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE ENTER INTO ONE OR MORE SYNDICATIONS OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT.
IN THE EVENT OF ANY SUCH SALE OR SYNDICATION,
BUYER SHALL BE ENTITLED, AFTER CONSULTATION WITH SELLER, TO CHANGE THE
STRUCTURE, TERMS (INCLUDING PRICING) OR AMOUNT, IF BUYER DETERMINES THAT SUCH
CHANGES ARE ADVISABLE IN ORDER TO ACHIEVE A SUCCESSFUL SALE OR SYNDICATION;
PROVIDED, HOWEVER THAT SUCH CHANGE TO THE STRUCTURE, TERMS (INCLUDING PRICING)
OR AMOUNT IS NOT REASONABLY LIKELY TO TRIGGER AN EVENT OF DEFAULT.
WITH RESPECT
TO ANY SUCH SALE OR SYNDICATION, SELLER AGREES TO (A) PROVIDE AND CAUSE ITS
OFFICERS, DIRECTORS AND ADVISORS TO PROVIDE BUYER AND ANY OTHER PROPOSED BUYER
THAT BECOMES PART OF THE SYNDICATE OF BUYERS UPON REQUEST WITH ALL INFORMATION
REASONABLY DEEMED NECESSARY BY BUYER TO EFFECTUATE SUCH SALE OR SYNDICATION, (B)
ASSIST BUYER UPON ITS REASONABLE REQUEST IN THE PREPARATION OF AN OFFERING
MEMORANDUM TO BE USED IN CONNECTION WITH SUCH SALE OR SYNDICATION AND (C) MAKE
AVAILABLE THE OFFICERS, DIRECTORS AND ADVISORS OF SELLER AND ITS AFFILIATES,
FROM TIME TO TIME, TO ATTEND AND MAKE PRESENTATIONS REGARDING THE BUSINESS AND
PROSPECTS OF SELLER AND ITS AFFILIATES, AS APPROPRIATE, AT A MEETING OR MEETINGS
OF PROSPECTIVE BUYERS.
NOTWITHSTANDING THE TERMS OF SECTION 8, EACH PARTICIPANT
OF BUYER SHALL BE ENTITLED TO THE ADDITIONAL COMPENSATION AND OTHER RIGHTS AND
PROTECTIONS AFFORDED BUYER UNDER SECTION 8 TO THE SAME EXTENT AS BUYER WOULD
HAVE BEEN ENTITLED TO RECEIVE THEM WITH RESPECT TO THE PARTICIPATION SOLD TO
SUCH PARTICIPANT.
30.
AMENDMENTS, ETC.
No amendment or waiver of any provision of this Agreement