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
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; PROVIDED, HOWEVER, THAT SUCH
PARTICIPATION AGREEMENT MAY PROVIDE THAT SUCH BANK WILL NOT AGREE, WITHOUT THE
CONSENT OF THE PARTICIPANT, TO ANY MODIFICATION, AMENDMENT OR WAIVER OF THIS
AGREEMENT REQUIRING THE CONSENT, AGREEMENT OR APPROVAL OF ALL OF THE BANKS, AS
DESCRIBED
70
IN SECTION 9.8.
THE BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO
THE BENEFITS OF SECTIONS 2.10, 2.11 AND 2.15 WITH RESPECT TO ITS PARTICIPATING
INTEREST.
AN ASSIGNMENT OR OTHER TRANSFER WHICH IS NOT PERMITTED BY SUBSECTION
(II) BELOW SHALL BE GIVEN EFFECT FOR PURPOSES OF THIS AGREEMENT ONLY TO THE
EXTENT OF A PARTICIPATING INTEREST GRANTED IN ACCORDANCE WITH THIS SUBSECTION
(I).
(II)
ANY BANK MAY AT ANY TIME ASSIGN TO ONE OR
MORE BANKS OR OTHER FINANCIAL INSTITUTIONS (EACH, AN "ASSIGNEE") ALL, OR A PART
OF ALL, OF ITS RIGHTS, INTERESTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE
NOTES (OR ANY ONE OF ITS NOTES) ON SUCH TERMS, AS BETWEEN SUCH BANK AND EACH OF
ITS ASSIGNEES, AS SUCH BANK MAY DEEM APPROPRIATE AND SUCH ASSIGNEE SHALL ASSUME
SUCH RIGHTS, INTERESTS AND OBLIGATIONS, PURSUANT TO AN INSTRUMENT EXECUTED BY
SUCH ASSIGNEE AND SUCH TRANSFEROR BANK SUBSTANTIALLY IN THE FORM OF EXHIBIT G
HERETO (AN "ASSIGNMENT AND ASSUMPTION"); PROVIDED, HOWEVER, THAT (A) PRIOR TO
ASSIGNING ANY INTEREST TO ANY ASSIGNEE HEREUNDER, SUCH BANK WILL (X) NOTIFY THE
BORROWER AND THE ADMINISTRATIVE AGENT IN WRITING IDENTIFYING THE PROPOSED
ASSIGNEE AND STATING THE AGGREGATE PRINCIPAL AMOUNT OF THE PROPOSED INTEREST TO
BE ASSIGNED, AND (Y) RECEIVE THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT AND, PRIOR TO THE OCCURRENCE (WHICH IS CONTINUING) OF AN EVENT OF DEFAULT,
THE BORROWER, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD BY EITHER THE
BORROWER OR THE ADMINISTRATIVE AGENT, AND (B) NO BANK WILL ASSIGN TO ANY
ASSIGNEE LESS THAN AN AGGREGATE AMOUNT EQUAL TO THE LESSER OF (X) $5,000,000 OF
SUCH BANK'S COMMITMENTS AND INTEREST IN THE NOTES (AS SUCH INTEREST MAY BE
REDUCED PURSUANT TO THE TERMS HEREOF) OR (Y) THE REMAINING AMOUNT OF SUCH BANK'S
COMMITMENTS.
IT IS UNDERSTOOD AND AGREED THAT THE PROVISO CONTAINED IN THE
IMMEDIATELY PRECEDING SENTENCE SHALL NOT BE APPLICABLE IN THE CASE OF, AND THIS
SUBSECTION (II) SHALL NOT RESTRICT, AN ASSIGNMENT OR OTHER TRANSFER BY ANY BANK
TO AN AFFILIATE OF SUCH BANK OR TO ANY OTHER BANK OR A COLLATERAL ASSIGNMENT OR
OTHER SIMILAR TRANSFER TO A FEDERAL RESERVE BANK.
UPON EXECUTION AND DELIVERY
OF SUCH AN ASSIGNMENT AND ASSUMPTION AND PAYMENT BY SUCH