TIME GRANT TO ANY PERSON IN ANY AMOUNT (ALSO A
"PARTICIPANT"), PARTICIPATING INTERESTS IN ITS COMMITMENT OR ANY OR ALL OF ITS
LOANS.
ANY PARTICIPATION MADE DURING THE CONTINUATION OF AN EVENT OF DEFAULT
SHALL NOT BE AFFECTED BY THE SUBSEQUENT CURE OF SUCH EVENT OF DEFAULT.
IN THE
EVENT OF ANY SUCH GRANT BY A BANK OF A PARTICIPATING INTEREST TO A PARTICIPANT,
WHETHER OR NOT UPON NOTICE TO THE BORROWER AND THE ADMINISTRATIVE AGENT, SUCH
BANK SHALL REMAIN RESPONSIBLE FOR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER,
AND THE BORROWER AND THE ADMINISTRATIVE AGENT SHALL CONTINUE TO DEAL SOLELY AND
DIRECTLY WITH SUCH BANK IN CONNECTION WITH SUCH BANK'S RIGHTS AND OBLIGATIONS
UNDER THIS
97
AGREEMENT.
ANY AGREEMENT PURSUANT TO WHICH ANY BANK MAY GRANT SUCH A
PARTICIPATING INTEREST SHALL PROVIDE THAT SUCH BANK SHALL RETAIN THE SOLE RIGHT
AND RESPONSIBILITY TO ENFORCE THE OBLIGATIONS OF THE BORROWER HEREUNDER
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO APPROVE ANY AMENDMENT, MODIFICATION
OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT;
PROVIDED THAT SUCH PARTICIPATION AGREEMENT MAY PROVIDE THAT SUCH BANK WILL NOT
AGREE TO ANY MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT DESCRIBED IN
CLAUSE (I), (II), (III) OR (IV) OF SECTION 9.5(A)(B) WITHOUT THE CONSENT OF THE
PARTICIPANT. THE BORROWER AGREES THAT EACH PARTICIPANT SHALL, TO THE EXTENT
PROVIDED IN ITS PARTICIPATION AGREEMENT, BE ENTITLED TO THE BENEFITS OF
ARTICLE VIII WITH RESPECT TO ITS PARTICIPATING INTEREST.
(C)
ANY BANK MAY AT ANY TIME ASSIGN TO A QUALIFIED INSTITUTION (IN
EACH CASE, AN "ASSIGNEE") (I) PRIOR TO THE OCCURRENCE OF AN EVENT OF DEFAULT, IN
MINIMUM AMOUNTS OF NOT LESS THAN $5,000,000 AND INTEGRAL MULTIPLES OF $1,000,000
THEREAFTER (OR ANY LESSER AMOUNT IN THE CASE OF ASSIGNMENTS TO AN EXISTING BANK
OR ANY AFFILIATE THEREOF OR IN THE CASE OF AN ASSIGNMENT OF ALL OF A BANK'S
(X) REVOLVING CREDIT COMMITMENT AND MULTICURRENCY REVOLVING/TERM LOANS
(INCLUDING, DURING THE MULTICURRENCY REVOLVING LOAN PERIOD, ITS MULTICURRENCY
REVOLVING/TERM LOAN COMMITMENT) OR (Y) DOLLAR TERM LOANS AND (II) AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IN ANY AMOUNT, ALL
OR A PROPORTIONATE PART OF ALL (BUT SUBJECT TO THE NEXT SUCCEEDING SENTENCE), OF
ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
DOCUMENTS, AND, IN EITHER CASE, SUCH ASSIGNEE SHALL ASSUME SUCH RIGHTS AND
OBLIGATIONS, PURSUANT TO A TRANSFER SUPPLEMENT IN SUBSTANTIALLY THE FORM OF
EXHIBIT I HERETO EXECUTED BY SUCH ASSIGNEE AND SUCH TRANSFEROR BANK; PROVIDED,
THAT IF NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, SUCH
ASSIGNMENT SHALL BE SUBJECT TO THE ADMINISTRATIVE AGENT'S, THE FRONTING BANK'S
(IF A PERSON OTHER THAN THE ADMINISTRATIVE AGENT AND IF THE ASSIGNMENT INVOLVES
ANY REVOLVING CREDIT COMMITMENT) AND THE BORROWER'S CONSENT, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED; AND PROVIDED FURTHER THAT IF AN
ASSIGNEE IS AN AFFILIATE OF SUCH TRANSFEROR BANK OR WAS A BANK OR AFFILIATE
THEREOF IMMEDIATELY PRIOR TO SUCH ASSIGNMENT, NO SUCH CONSENT