THE OTHER PARTIES TO THIS AGREEMENT SHALL REMAIN UNCHANGED, SUCH
LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE THEREOF, SUCH LENDER
SHALL REMAIN THE HOLDER OF ANY SUCH LOAN FOR ALL PURPOSES UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AND BORROWER AND THE AGENT SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
IN NO EVENT
SHALL ANY PARTICIPANT UNDER ANY SUCH PARTICIPATION HAVE ANY RIGHT TO APPROVE ANY
AMENDMENT OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT, OR ANY CONSENT TO ANY
DEPARTURE BY ANY CREDIT PARTY THEREFROM, EXCEPT TO THE EXTENT THAT SUCH
AMENDMENT, WAIVER OR CONSENT WOULD REDUCE THE PRINCIPAL OF, OR INTEREST ON, THE
LOANS OR ANY FEES PAYABLE HEREUNDER, OR POSTPONE THE DATE OF THE FINAL MATURITY
OF THE LOANS, IN EACH CASE TO THE EXTENT SUBJECT TO SUCH PARTICIPATION.
BORROWER AGREES THAT IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT AND THE LOANS
ARE DUE OR UNPAID, OR SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME DUE AND
PAYABLE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT SHALL, TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE DEEMED TO HAVE THE RIGHT OF
SETOFF IN RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING UNDER THIS
AGREEMENT TO THE SAME EXTENT AS IF THE AMOUNT OF ITS PARTICIPATING INTEREST WERE
OWING DIRECTLY TO IT AS A LENDER UNDER THIS AGREEMENT (INCLUDING PURSUANT TO
SECTION 9.6); PROVIDED THAT, IN PURCHASING SUCH PARTICIPATING INTEREST, SUCH
PARTICIPANT SHALL BE DEEMED TO HAVE AGREED TO SHARE WITH THE LENDERS THE
PROCEEDS THEREOF AS PROVIDED IN SECTION 1.13 AS FULLY AS IF IT WERE A LENDER
HEREUNDER.
BORROWER ALSO AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE
BENEFITS OF SECTIONS 1.14(C), 1.15 AND 1.16 WITH RESPECT TO ITS PARTICIPATION IN
THE LOANS OUTSTANDING FROM TIME TO TIME AS IF IT WAS A LENDER; PROVIDED THAT, IN
THE CASE OF SECTION 1.16, SUCH PARTICIPANT SHALL HAVE COMPLIED WITH THE
REQUIREMENTS OF SUCH SECTION; AND PROVIDED, FURTHER, THAT NO PARTICIPANT SHALL
BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO ANY SUCH SECTION THAN THE
TRANSFEROR LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE IN RESPECT OF THE AMOUNT
OF THE PARTICIPATION TRANSFERRED BY SUCH TRANSFEROR LENDER TO SUCH PARTICIPANT
HAD NO SUCH TRANSFER OCCURRED.
53
(C)
ANY LENDER (AN "ASSIGNOR") MAY, IN
ACCORDANCE WITH APPLICABLE LAW AND UPON WRITTEN NOTICE TO THE AGENT, AT ANY TIME
AND FROM TIME TO TIME ASSIGN TO ANY ELIGIBLE ASSIGNEE (AN "ASSIGNEE") ALL OR ANY
PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO AN
ASSIGNMENT AND ACCEPTANCE, EXECUTED BY SUCH ASSIGNEE AND SUCH ASSIGNOR AND
DELIVERED TO THE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER TOGETHER
WITH A REGISTRATION AND PROCESSING FEE OF $3,500 PAYABLE TO THE AGENT; PROVIDED
THAT NO SUCH ASSIGNMENT TO AN ASSIGNEE (OTHER THAN ANY LENDER OR ANY AFFILIATE
OF THE ASSIGNING LENDER OR OF ANOTHER