AND ANY SUBSEQUENT HOLDER OF
THE ADVANCE NOTE OR OTHER OBLIGATIONS, AND ANY ASSIGNEE OR PARTICIPANT IN THE
ADVANCE NOTE OR OTHER OBLIGATION IS HEREBY AUTHORIZED BY BORROWER AT ANY TIME OR
FROM TIME TO TIME, WITHOUT NOTICE TO BORROWER OR ANY OTHER PERSON, ANY SUCH
NOTICE BEING HEREBY EXPRESSLY WAIVED, TO SET-OFF, APPROPRIATE AND APPLY ANY
DEPOSITS (GENERAL OR SPECIAL (EXCEPT TRUST AND ESCROW ACCOUNTS), TIME OR DEMAND,
INCLUDING WITHOUT LIMITATION DEBT EVIDENCED BY CERTIFICATES OF DEPOSIT, IN EACH
CASE WHETHER MATURED OR UNMATURED) AND ANY OTHER DEBT AT ANY TIME HELD OR OWING
BY LENDER OR SUCH HOLDER, ASSIGNEE OR PARTICIPANT TO OR FOR THE CREDIT OR THE
ACCOUNT OF BORROWER, AGAINST AND ON ACCOUNT OF THE OBLIGATIONS AND OTHER
LIABILITIES OF BORROWER TO LENDER OR SUCH HOLDER, ASSIGNEE OR PARTICIPANT,
IRRESPECTIVE OF WHETHER OR NOT (A) LENDER OR SUCH HOLDER, ASSIGNEE OR
PARTICIPANT SHALL HAVE MADE ANY DEMAND HEREUNDER OR REQUIRED THAT BORROWER, OR
(B)
LENDER OR SUCH HOLDER, ASSIGNEE OR PARTICIPANT SHALL HAVE DECLARED THE
PRINCIPAL OF AND INTEREST
46
ON THE ADVANCE LOANS AND OTHER AMOUNTS DUE HEREUNDER TO BE DUE AND PAYABLE AS
PERMITTED BY SECTION 8.2 AND ALTHOUGH SUCH OBLIGATIONS AND LIABILITIES, OR ANY
OF THEM, SHALL BE CONTINGENT OR UNMATURED.
ANY SUMS OBTAINED BY LENDER OR ANY
ASSIGNEE, PARTICIPANT OR SUBSEQUENT HOLDER OF THE ADVANCE NOTE OR OTHER
OBLIGATION SHALL BE SUBJECT TO PRO RATA TREATMENT OF THE OBLIGATIONS AND OTHER
LIABILITIES HEREUNDER.
9.6
ASSIGNMENT.
(A)
NEITHER BORROWER NOR ANY OTHER OBLIGOR MAY
ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
(B)
LENDER MAY AT ANY TIME SELL PARTICIPATIONS
IN ALL OR ANY PART IN THE ADVANCE COMMITMENT AND/OR THE ADVANCE LOANS
(COLLECTIVELY, "PARTICIPATIONS") TO ANY BANKS OR OTHER FINANCIAL INSTITUTIONS
("PARTICIPANTS") PROVIDED THAT SUCH PARTICIPATION SHALL NOT CONFER ON ANY PERSON
(OTHER THAN THE PARTIES HERETO) ANY RIGHT TO VOTE ON, APPROVE OR SIGN AMENDMENTS
OR WAIVERS, OR ANY OTHER INDEPENDENT BENEFIT OR ANY LEGAL OR EQUITABLE RIGHT,
REMEDY OR OTHER CLAIM UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS, OTHER
THAN THE RIGHT TO VOTE ON, APPROVE, OR SIGN AMENDMENTS OR WAIVERS OR CONSENTS
WITH RESPECT TO ITEMS THAT WOULD RESULT IN (I) (A) THE EXTENSION OF THE DATE OF
MATURITY OF THE ADVANCE LOANS, OR (B) THE EXTENSION OF THE DUE DATE FOR ANY
PAYMENT OF PRINCIPAL, INTEREST OR FEES RESPECTING THE ADVANCE LOANS, OR (C) THE
REDUCTION OF THE AMOUNT OF ANY INSTALLMENT OF PRINCIPAL OR INTEREST ON OR THE
CHANGE OR REDUCTION OF ANY MANDATORY REDUCTION REQUIRED HEREUNDER, OR (D) A
REDUCTION OF THE RATE OF INTEREST ON THE ADVANCE LOANS; OR (II)
THE RELEASE OF
SECURITY FOR THE OBLIGATIONS (EXCEPT PURSUANT TO THIS AGREEMENT).
NOTWITHSTANDING THE FOREGOING, BORROWER AGREES THAT PARTICIPANTS SHALL BE
ENTITLED TO THE BENEFITS OF ARTICLE VIII AND SECTION 9.5 AS THOUGH THEY WERE
LENDER.
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER LAW, BORROWER