THE PAYMENT OF THE OBLIGATIONS THEN DUE AND UNPAID,
AND, AS SECURITY FOR SUCH OBLIGATIONS, EACH OF THE LOAN PARTIES HEREBY GRANTS TO
EACH LENDER A CONTINUING SECURITY INTEREST IN, ANY AND ALL DEPOSITS OR ACCOUNTS
OF THE BORROWER THEN OR THEREAFTER MAINTAINED WITH SUCH LENDER OR PARTICIPANT;
PROVIDED THAT ANY SUCH APPROPRIATION AND APPLICATION SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 2.17.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE BORROWER
AND THE ADMINISTRATIVE AGENT AFTER ANY SUCH SETOFF AND APPLICATION MADE BY SUCH
LENDER; PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY OF SUCH SETOFF AND APPLICATION.
THE RIGHTS OF EACH LENDER UNDER THIS
SECTION 9.5 ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS
OF SETOFF) WHICH SUCH LENDER MAY HAVE.
SECTION 9.6.
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT
SHALL HAVE BEEN EXECUTED BY THE BORROWER AND THE ADMINISTRATIVE AGENT AND WHEN
THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED BY EACH LENDER THAT SUCH
LENDER HAS EXECUTED IT.
SECTION 9.7.
SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.
(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 THE ADMINISTRATIVE AGENT AND EACH LENDER.
(B)
ANY 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 REQUIRE THE CONSENT OF THE LENDER FROM WHICH SUCH PARTICIPATION
WAS PURCHASED PURSUANT TO SECTION 9.1.
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