THE HOLDER OF THAT NOTE, (III) NO AMENDMENT, MODIFICATION, TERMINATION
OR WAIVER OF ANY PROVISION OF SECTION 8 OR OF ANY OTHER PROVISION OF THIS
AGREEMENT WHICH, BY ITS TERMS, EXPRESSLY REQUIRES THE APPROVAL OR CONCURRENCE OF
THE AGENT SHALL BE EFFECTIVE WITHOUT THE WRITTEN CONCURRENCE OF THE AGENT AND
(IV) IN EACH INSTANCE WHERE APPROVAL OF THE AGENT IS REQUIRED IN SECTIONS 2.12B,
5.24, 5.25B AND 9.3, SUCH APPROVAL SHALL ALSO BE REQUIRED FROM THE REQUISITE
LENDERS.
ANY WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE SPECIFIC PURPOSE FOR WHICH IT WAS GIVEN.
NO NOTICE TO OR DEMAND ON
THE BORROWER IN ANY CASE SHALL ENTITLE THE BORROWER 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 LENDER AT THE TIME OUTSTANDING, EACH
FUTURE LENDER AND, IF SIGNED BY THE BORROWER, ON THE BORROWER.
B.
NON-CONSENTING LENDERS.
EACH LENDER GRANTS (X) TO THE AGENT THE
RIGHT, BUT NOT THE OBLIGATION, TO PURCHASE ALL (BUT NOT LESS THAN ALL) OF SUCH
LENDER'S LOAN COMMITMENTS AND LOANS OWING TO IT AND THE NOTES HELD BY IT AND ALL
OF ITS RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN
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DOCUMENTS, AND (Y) TO THE BORROWER THE RIGHT TO CAUSE AN ASSIGNMENT OF ALL (BUT
NOT LESS THAN ALL) OF SUCH LENDER'S LOANS OWING TO IT, ITS PARTICIPATIONS IN THE
NOTES HELD BY IT AND ALL OF ITS RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS TO ELIGIBLE ASSIGNEES, WHICH RIGHT MAY BE EXERCISED BY THE
AGENT OR THE BORROWER, AS THE CASE MAY BE, IF SUCH LENDER (A "NON-CONSENTING
LENDER") REFUSES TO EXECUTE ANY AMENDMENT, WAIVER OR CONSENT WHICH REQUIRES THE
WRITTEN CONSENT OF
LENDERS OTHER THAN REQUISITE LENDERS AND TO WHICH THE
REQUISITE LENDERS, THE AGENT AND THE BORROWER HAS OTHERWISE AGREED; PROVIDED
THAT SUCH NON-CONSENTING LENDER SHALL RECEIVE, IN CONNECTION WITH SUCH
ASSIGNMENTS, PAYMENT EQUAL TO THE AGGREGATE AMOUNT OF OUTSTANDING LOANS OWED TO
SUCH LENDER (TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST, FEES AND OTHER
AMOUNTS (OTHER THAN INDEMNITIES) OWED TO SUCH LENDER).
EACH LENDER AGREES THAT
IF THE AGENT OR THE BORROWER, AS THE CASE MAY BE, EXERCISES THEIR OPTION
HEREUNDER, IT SHALL PROMPTLY EXECUTE AND DELIVER ALL AGREEMENTS AND
DOCUMENTATION NECESSARY TO EFFECTUATE SUCH ASSIGNMENT AS SET FORTH IN
SECTION 9.1.
THE BORROWER SHALL BE ENTITLED (BUT NOT OBLIGATED) TO EXECUTE AND
DELIVER SUCH AGREEMENT AND DOCUMENTATION ON BEHALF OF SUCH NON-CONSENTING LENDER
AND ANY SUCH AGREEMENT AND/OR DOCUMENTATION SO EXECUTED BY THE BORROWER SHALL BE
EFFECTIVE FOR PURPOSES OF DOCUMENTING AN ASSIGNMENT PURSUANT TO SECTION 9.1.
9.6
Independence of Covenants.
All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations