(A)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE BORROWER, THE LENDERS, THE ADMINISTRATIVE AGENT, ALL FUTURE HOLDERS OF
THE LOANS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER
MAY NOT ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER.
48
(B)
ANY LENDER OTHER THAN ANY CONDUIT LENDER
MAY, WITHOUT THE CONSENT OF THE BORROWER, IN ACCORDANCE WITH APPLICABLE LAW, AT
ANY TIME SELL TO ONE OR MORE BANKS, FINANCIAL INSTITUTIONS OR OTHER ENTITIES
(EACH, 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, AND THE BORROWER 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.
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 LOAN 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.
THE 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, 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 9.07(A) AS FULLY AS
IF IT WERE A LENDER HEREUNDER.
THE BORROWER ALSO AGREES THAT EACH PARTICIPANT
SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.13, 2.14 AND 2.15 WITH RESPECT
TO ITS PARTICIPATION IN THE COMMITMENTS AND THE LOANS OUTSTANDING FROM TIME TO
TIME AS IF IT WERE A LENDER; PROVIDED THAT, IN THE CASE OF SECTION 2.14, SUCH
PARTICIPANT SHALL HAVE COMPLIED WITH THE REQUIREMENTS OF SAID SECTION AND
PROVIDED, FURTHER, THAT NO PARTICIPANT SHALL