or conducted by any governmental agency or
instrumentality or any other Person with respect to any aspect of, or any
transaction contemplated by, or referred to in, or any matter related to, this
Agreement, whether or not the Indemnified Party is a party thereto, except to
the extent that any of the foregoing arises out of gross negligence or willful
misconduct by such Indemnified Party. This indemnity shall survive termination
of this Agreement.
SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE LOAN
PARTIES, THE LENDERS, THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, EXCEPT THAT NONE OF THE LOAN PARTIES MAY ASSIGN OR TRANSFER ANY OF
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF EACH LENDER.
ANY LENDER MAY, IN THE ORDINARY COURSE OF ITS COMMERCIAL BANKING BUSINESS AND IN
ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME SELL (I) PRIOR TO ANY DEFAULT OR
EVENT OF DEFAULT TO ANY ELIGIBLE PERSON AND (II) UPON THE OCCURRENCE OR DURING
THE CONTINUATION OF ANY DEFAULT OR EVENT OF DEFAULT TO ANY PERSON (EACH SUCH
ELIGIBLE PERSON AND PERSON, AS APPLICABLE, A "PARTICIPANT") PARTICIPATING
INTERESTS IN ANY LOAN OWING TO SUCH LENDER, ANY COMMITMENT OF SUCH LENDER OR ANY
OTHER INTEREST OF SUCH LENDER HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS. IN
THE EVENT OF ANY SUCH SALE BY A LENDER OF A PARTICIPATING INTEREST TO A
PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT TO 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, THE LOAN PARTIES AND THE ADMINISTRATIVE 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 AND SUCH LENDER
SHALL PROVIDE NOTICE TO THE LOAN PARTIES OF SUCH SALE AS SOON AS PRACTICABLE
THEREAFTER. EACH LOAN PARTY AGREES THAT IF AMOUNTS OUTSTANDING UNDER THIS
AGREEMENT 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, 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
12.11(A) AS FULLY AS IF IT WERE A LENDER HEREUNDER.
EACH BORROWER ALSO AGREES
THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTION 5.7 WITH
RESPECT TO ITS PARTICIPATION IN THE COMMITMENTS AND THE LOANS OUTSTANDING FROM
TIME TO TIME AS IF