OR THE BORROWER SHALL BE REQUIRED TO EXERCISE
THE RIGHTS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, OTHER THAN THE
GIVING OF THE NOTICE BY THE ADMINISTRATIVE TRUSTEE ON BEHALF OF THE LENDER
REFERRED TO IN SUCH SENTENCE AND THE DELIVERY BY THE AGENT OF A COPY OF SUCH
NOTICE TO EACH BANK INVESTOR (THE DATE OF THE RECEIPT BY THE AGENT OF ANY SUCH
NOTICE BEING THE "ASSIGNMENT DATE").
EACH BANK INVESTOR HEREBY AGREES,
UNCONDITIONALLY AND IRREVOCABLY AND UNDER ALL CIRCUMSTANCES, WITHOUT SETOFF,
COUNTERCLAIM OR DEFENSE OF ANY KIND, TO PAY THE FULL AMOUNT OF ITS ASSIGNMENT
AMOUNT ON SUCH ASSIGNMENT DATE TO THE LENDER IN IMMEDIATELY AVAILABLE FUNDS TO
AN ACCOUNT DESIGNATED BY THE AGENT.
UPON PAYMENT OF ITS ASSIGNMENT AMOUNT, EACH
BANK INVESTOR SHALL ACQUIRE AN INTEREST IN THE NET INVESTMENT EQUAL TO ITS PRO
RATA SHARE (BASED ON THE OUTSTANDING PORTIONS OF THE NET INVESTMENT FUNDED BY
IT). UPON ANY ASSIGNMENT IN WHOLE BY THE LENDER TO THE BANK INVESTORS ON OR
AFTER THE LENDER INVESTMENT TERMINATION DATE AS CONTEMPLATED HEREUNDER, THE
LENDER SHALL CEASE TO MAKE ANY ADDITIONAL LOANS HEREUNDER.
AT ALL TIMES PRIOR
TO THE LENDER INVESTMENT TERMINATION DATE, NOTHING HEREIN SHALL PREVENT THE
LENDER FROM MAKING A SUBSEQUENT LOAN HEREUNDER, IN ITS SOLE DISCRETION,
FOLLOWING ANY ASSIGNMENT PURSUANT TO THIS SECTION 2.13 OR FROM MAKING MORE THAN
ONE ASSIGNMENT PURSUANT TO THIS SECTION 2.13.
(B)
BANK INVESTOR'S OBLIGATION TO PAY CERTAIN AMOUNTS; ADDITIONAL
ASSIGNMENT AMOUNT.
THE BANK INVESTORS SHALL PAY TO THE AGENT, IN ACCORDANCE
WITH THEIR PRO RATA SHARES, FOR THE ACCOUNT OF THE LENDER, IN CONNECTION WITH
ANY ASSIGNMENT BY THE LENDER TO THE BANK INVESTORS PURSUANT TO THIS SECTION 2.13
AN AGGREGATE AMOUNT EQUAL TO ALL DISCOUNT TO ACCRUE THROUGH THE END OF EACH
OUTSTANDING RATE PERIOD TO THE EXTENT ATTRIBUTABLE TO THE PORTION OF THE NET
INVESTMENT SO ASSIGNED TO THE BANK INVESTORS (AS DETERMINED IMMEDIATELY PRIOR TO
GIVING EFFECT TO SUCH ASSIGNMENT), PLUS ALL OTHER AGGREGATE UNPAIDS (OTHER THAN
THE NET INVESTMENT AND OTHER THAN ANY DISCOUNT NOT DESCRIBED ABOVE).
SUCH
AMOUNTS SHALL BE ADDITIONAL CONSIDERATION FOR THE INTERESTS ASSIGNED TO THE BANK
INVESTORS AND THE AMOUNT OF THE "NET INVESTMENT" HEREUNDER HELD BY THE BANK
INVESTORS SHALL BE INCREASED BY AN AMOUNT EQUAL TO THE ADDITIONAL AMOUNT SO PAID
BY THE BANK INVESTORS.
(C)
ADMINISTRATION OF AGREEMENT AFTER ASSIGNMENT FROM LENDER TO BANK
INVESTORS FOLLOWING THE LENDER INVESTMENT TERMINATION DATE.
AFTER ANY
ASSIGNMENT IN WHOLE BY THE LENDER TO THE BANK INVESTORS PURSUANT TO THIS
SECTION 2.13 AT ANY TIME ON OR AFTER THE LENDER INVESTMENT TERMINATION DATE (AND
THE PAYMENT OF ALL AMOUNTS OWING TO THE LENDER IN CONNECTION THEREWITH), ALL
RIGHTS OF THE ADMINISTRATIVE TRUSTEE SET FORTH HEREIN SHALL BE GIVEN TO THE
AGENT ON BEHALF OF THE BANK INVESTORS INSTEAD OF THE ADMINISTRATIVE TRUSTEE.
(D)
RECOVERY OF NET INVESTMENT.
IN THE EVENT THAT THE AGGREGATE OF
THE ASSIGNMENT AMOUNTS PAID BY THE BANK INVESTORS PURSUANT TO THIS SECTION 2.13
ON ANY ASSIGNMENT DATE OCCURRING