AND IN CONNECTION WITH THE PREPARATION, EXECUTION AND DELIVERY OF, PRESERVATION
OF RIGHTS UNDER, ENFORCEMENT OF, AND, AFTER A UNMATURED CREDIT EVENT OR CREDIT
EVENT, REFINANCING, RENEGOTIATION OR RESTRUCTURING OF, THIS AGREEMENT AND THE
OTHER OPERATIVE DOCUMENTS AND THE DOCUMENTS AND INSTRUMENTS REFERRED TO THEREIN,
AND ANY AMENDMENT, WAIVER OR CONSENT RELATING THERETO (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES ACTUALLY INCURRED AND DISBURSEMENTS OF COUNSEL
FOR THE SERVICER), AND IN THE CASE OF ENFORCEMENT OF THIS AGREEMENT OR ANY
OPERATIVE DOCUMENT AFTER A CREDIT EVENT, ALL SUCH REASONABLE, OUT-OF-POCKET
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES ACTUALLY
INCURRED AND REASONABLE DISBURSEMENTS AND CHANGES OF COUNSEL), FOR ANY OF THE
PARTICIPANTS; AND
PAY AND HOLD THE SERVICER AND EACH OF THE PARTICIPANTS HARMLESS FROM AND AGAINST
ANY AND ALL PRESENT AND FUTURE STAMP, DOCUMENTARY, AND OTHER SIMILAR TAXES WITH
RESPECT TO THIS AGREEMENT, THE PARTICIPATION CERTIFICATES, THE LOAN DOCUMENTS
AND ANY OTHER OPERATIVE DOCUMENTS, ANY COLLATERAL DESCRIBED THEREIN, OR ANY
PAYMENTS DUE THEREUNDER, AND SAVE THE SERVICER AND EACH PARTICIPANT HARMLESS
FROM AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY
DELAY OR OMISSION TO PAY SUCH TAXES.
RIGHT OF SETOFF.
IN ADDITION TO AND NOT IN LIMITATION OF ALL RIGHTS OF OFFSET
THAT ANY PARTICIPANT MAY HAVE UNDER APPLICABLE LAW, EACH PARTICIPANT SHALL, UPON
THE OCCURRENCE OF ANY CREDIT EVENT AND WHETHER OR NOT SUCH PARTICIPANT HAS MADE
ANY DEMAND OR ANY CREDIT PARTY'S OBLIGATIONS HAVE MATURED, HAVE THE RIGHT TO
APPROPRIATE AND APPLY TO THE PAYMENT OF ANY CREDIT PARTY'S OBLIGATIONS HEREUNDER
AND UNDER THE OTHER OPERATIVE DOCUMENTS, ALL DEPOSITS OF ANY CREDIT PARTY
(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) THEN OR THEREAFTER
HELD BY AND OTHER INDEBTEDNESS OR PROPERTY THEN OR THEREAFTER OWING BY SUCH
PARTICIPANT OR OTHER HOLDER TO ANY CREDIT PARTY, WHETHER OR NOT RELATED TO THIS
AGREEMENT OR ANY TRANSACTION HEREUNDER.
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO,
PROVIDED THAT SPONSOR MAY NOT ASSIGN OR TRANSFER ANY OF ITS INTEREST HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTICIPANTS.
ANY PARTICIPANT MAY MAKE, CARRY OR TRANSFER LOANS AT, TO OR FOR THE ACCOUNT OF,
ANY OF ITS BRANCH OFFICES OR THE OFFICE OF AN AFFILIATE OF SUCH PARTICIPANT.
EACH PARTICIPANT MAY ASSIGN ALL OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING ALL OF ITS PARTICIPATING COMMITMENTS AND THE FUNDED
PARTICIPANT'S INTEREST AT THE TIME OWING TO IT AND THE PARTICIPATION
CERTIFICATES HELD BY IT) TO ANY ELIGIBLE ASSIGNEE; PROVIDED, HOWEVER, THAT (I)
THE SPONSOR AND THE SERVICER SHALL EACH HAVE GIVEN ITS PRIOR WRITTEN CONSENT TO
SUCH ASSIGNMENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED)
UNLESS SUCH ASSIGNMENT IS TO AN AFFILIATE OF THE ASSIGNING PARTICIPANT OR, IN
THE CASE OF THE SPONSOR, UNLESS A CREDIT EVENT HAS OCCURRED AND IS CONTINUING
HEREUNDER, (II) UNLESS THE PARTICIPANT IS