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 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
95
OF A BANK'S ENTIRE COMMITMENT) AND (II) AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, IN ANY AMOUNT, ALL OR A PROPORTIONATE PART
OF ALL, 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 SHALL BE
REQUIRED FROM THE BORROWER OR THE ADMINISTRATIVE AGENT OR THE FRONTING BANK.
UPON EXECUTION AND DELIVERY OF SUCH INSTRUMENT AND PAYMENT BY SUCH ASSIGNEE TO
SUCH TRANSFEROR BANK OF AN AMOUNT EQUAL TO THE PURCHASE PRICE AGREED BETWEEN
SUCH TRANSFEROR BANK AND SUCH ASSIGNEE, SUCH ASSIGNEE SHALL BE A BANK PARTY TO
THIS AGREEMENT AND SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF A BANK WITH A
COMMITMENT AS SET FORTH IN SUCH INSTRUMENT OF ASSUMPTION, AND NO FURTHER CONSENT
OR ACTION BY ANY PARTY SHALL BE REQUIRED AND THE TRANSFEROR BANK SHALL BE
RELEASED FROM ITS OBLIGATIONS HEREUNDER TO A CORRESPONDING EXTENT. UPON THE
CONSUMMATION OF ANY ASSIGNMENT PURSUANT TO THIS SUBSECTION