Participation Assignment. (a) Each Bank reserves the rights (1) with notice to the Obligors, the Agent and the other Banks, to sell to any bank, savings and loan, savings bank, credit union, other deposit-taking financial institution or commercial lending institution, participations in all or any part of such Bank's Loans, Notes, Warehouse Line Commitment, Servicing Acquisition Line Commitment or interests under the Mortgage Pools Purchase Agreement and (2) with or without notice to the Obligors to pledge any or all of its interests under any or all of the Facilities to a Federal Reserve Bank. Participants shall have no rights under the Facilities Papers other than certain voting rights as provided below. Each Bank shall be entitled to obtain (on behalf of its participants) the benefits of this Agreement with respect to all participants in its Loans outstanding from time to time and in the interests allocated to it as a Warehouse Bank in the Mortgage Pools Purchase Agreement and in the Qualified Mortgage Loans and other Property owned by the Warehouse Banks under the Mortgage Pools Purchase Agreement from time to time; provided, that the Obligors shall not be obligated to pay any amount in excess of the amount that would be due to such Bank calculated as though no participation had been made. No Bank shall sell any participating interest under which the participant shall have any rights to approve any amendment, modification or waiver of any Facilities Papers, except to the extent such amendment, modification or waiver (1) extends the due date for payment of any amount in respect of principal, interest or fees due under the Facilities Papers or (2) reduces the interest rate or the amount of principal or fees applicable to any Loan or purchase under the Mortgage Pools Purchase Agreement (except only for such reductions, if any, as are contemplated by this Agreement). In those cases (if any) where a Bank grants rights to any of its participants to approve amendments, modifications or waivers of any Facilities Papers pursuant to the immediately preceding sentence, such Bank must include a voting mechanism as to all such approval rights in the relevant participation agreement(s) whereby a readily-determinable fraction of such Bank's portion of the Facilities under this Agreement (whether held by such Bank or participated) shall control the vote for all of such Bank's portion of such Facilities; provided, that if no such voting mechanism is provided for or is (b) No Bank may assign any or all of its rights and obligations under the Facilities Papers to any assignee other than a Federal Reserve Bank without the written consent of the Agent and the Obligors (unless a Default has occurred and is continuing, in which event the Obligors' consent shall not be required), which consent the Agent and the Obligors agree not to unreasonably withhold, condition or delay. (c) If any interest in any of the Facilities is transferred to any Person that is organized under the Laws of any jurisdiction other than the United States of America or any State, the transferor Bank shall cause such Person, concurrently with the effectiveness of such transfer, (1) to represent to the transferor Bank (for the benefit of the transferor Bank, the Agent, the other Banks and the Obligors) that under applicable Laws no taxes will be required to be withheld by the Agent, the Obligors or the transferor Bank with respect to any payments to be made to such Person in respect of such Facilities, (2) to furnish to each of the transferor Bank, the Agent and the Obligors two duly completed copies of either U.S. Internal Revenue Service Form 4224 or U. S. Internal Revenue Service Form 1001 (wherein such Person claims entitlement to complete exemption from U. S. federal withholding tax on all interest payments hereunder) and (3) to agree (for the benefit of the transferor Bank, the other Banks, the Agent and the Obligors) to provide the transferor Bank, the Agent and the Obligors a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States Laws and amendments duly executed and completed by such Person and to comply from time to time with all applicable Laws with regard to such withholding tax exemption.
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Participation Assignment. (a) Each Bank Lender reserves the rights (1) with right, in its sole discretion, without notice to the Obligors, the Agent and the other BanksBorrower, to sell to any bank, savings and loan, savings bank, credit union, union or other deposit-taking financial institution or commercial lending institution, participations in all or any part of such BankLender's Loans, NotesNotes or interest in the Commitment in which event, Warehouse Line Commitment, Servicing Acquisition Line Commitment or interests under the Mortgage Pools Purchase Agreement and (2) with or without notice provisions of the Credit Documents shall inure to the Obligors to pledge any or all benefit of its interests under any or all each purchaser of a participation, but the Facilities to a Federal Reserve Bank. Participants pro rata treatment of payments and funding obligations hereunder shall have no rights under the Facilities Papers other than certain voting rights be determined as provided belowif such Lender had not sold such participation. Each Bank shall be entitled to obtain (on behalf of its participants) the benefits of this Agreement with respect to all participants in its Loans outstanding from time to time and in the interests allocated to it as a Warehouse Bank in the Mortgage Pools Purchase Agreement and in the Qualified Mortgage Loans and other Property owned by the Warehouse Banks under the Mortgage Pools Purchase Agreement from time to time; provided, that the Obligors shall not be obligated to pay any amount in excess of the amount that would be due to such Bank calculated as though no participation had been made. No Bank shall sell any participating interest under which the participant shall have any rights to approve any amendment, modification or waiver of any Facilities Papers, except to the extent such amendment, modification or waiver
(1) extends the due date for payment of any amount in respect of principal, interest or fees due under the Facilities Papers or (2) reduces the interest rate or the amount of principal or fees applicable to any Loan or purchase under the Mortgage Pools Purchase Agreement (except only for such reductions, if any, as are contemplated by this Agreement). In those cases (if any) where a Bank grants rights to any of its participants to approve amendments, modifications or waivers of any Facilities Papers pursuant to the immediately preceding sentence, such Bank must include a voting mechanism as to all such approval rights in the relevant participation agreement(s) whereby a readily-determinable fraction of such Bank's portion of the Facilities under this Agreement (whether held by such Bank or participated) shall control the vote for all of such Bank's portion of such Facilities; provided, that if no such voting mechanism is provided for or is
(b) No Bank Lender may assign any or all of or its rights and obligations under the Facilities Papers Credit Documents to any assignee other Eligible Assignee, if such assignment involves the Commitment or such Lender's Note, such consent not to be unreasonably withheld; provided that (a) no such assignment shall result in a Lender with an interest in the Commitment of less than $5,000,000, and (b) each such assignment shall be substantially in the form of Exhibit E, with the assignor to exchange its Note for a Federal Reserve Bank without the written consent of the Agent new Note and the Obligors (unless assignee to receive a Default has occurred new Note and is continuing, in which event the Obligors' consent shall not be required), which consent the Agent and the Obligors agree not to unreasonably withhold, condition or delay.
(c) If any interest in any of the Facilities is transferred to any Person that is organized under the Laws of any jurisdiction other than the United States of America or any State, the transferor Bank shall cause such Person, concurrently with the effectiveness of such transfer, (1) assignor to represent to the transferor Bank (for the benefit of the transferor Bank, the Agent, the other Banks and the Obligors) that under applicable Laws have no taxes will be required to be withheld by the Agent, the Obligors further right or the transferor Bank obligation with respect to any payments the rights and obligations assumed by the assignee. Borrower agrees to be made cooperate with the prompt execution and delivery of documents reasonably necessary to such Person in respect assignment process, including the issuance of such Facilities, a new Note to the assignor (2) to furnish to each of the transferor Bank, the Agent and the Obligors two duly completed copies of either U.S. Internal Revenue Service Form 4224 or U. S. Internal Revenue Service Form 1001 (wherein such Person claims entitlement to complete exemption from U. S. federal withholding tax on all if retaining an interest payments hereunder) and (3) the assignee immediately upon delivery to agree (for the benefit Borrower of the transferor Bankassignor's Note. Upon such assignment, the other Banks, assignee shall be a Lender for all purposes under the Agent Credit Documents and the ObligorsPercentages (in each case as appropriate) to provide and Percentages of the transferor Bank, the Agent assignor and the Obligors a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States Laws and amendments duly executed and completed by such Person and to comply from time to time with all applicable Laws with regard to such withholding tax exemptionassignee Lenders shall be adjusted appropriately.
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