SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH IT WAS GIVEN.
NO NOTICE TO OR DEMAND ON ANY LOAN PARTY IN ANY
CASE SHALL ENTITLE ANY LOAN PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES.
ANY AMENDMENT, MODIFICATION, TERMINATION,
WAIVER OR CONSENT EFFECTED IN ACCORDANCE WITH THIS SECTION 9.5 SHALL BE BINDING
UPON EACH BANK AT THE TIME OUTSTANDING, EACH FUTURE BANK AND, IF SIGNED BY A
LOAN PARTY, ON SUCH LOAN PARTY.
Section 9.6. Successors and Assigns.
(A)
THE PROVISIONS OF THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS, EXCEPT THAT (I) THE BORROWER MAY NOT ASSIGN OR
OTHERWISE TRANSFER ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF ALL BANKS AND THE ADMINISTRATIVE
AGENT AND (II) A BANK MAY NOT ASSIGN OR OTHERWISE TRANSFER ANY OF ITS INTEREST
UNDER THIS AGREEMENT EXCEPT AS PERMITTED IN SUBSECTION (B) AND (C) OF THIS
SECTION 9.6.
(B)
PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT, ANY BANK MAY AT ANY TIME, GRANT TO A THEN EXISTING BANK OR ANY
AFFILIATE THEREOF, ONE OR MORE BANKS, FINANCE COMPANIES, INSURANCE COMPANIES OR
OTHER FINANCIAL INSTITUTIONS OR TRUSTS (A "PARTICIPANT") PARTICIPATING INTERESTS
IN ITS COMMITMENT OR ANY OR ALL OF ITS LOANS. AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, ANY BANK MAY AT ANY 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
74
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