each Bank directly affected thereby, (i) reduce the principal of or rate of
interest on any Loan or any fees hereunder, (ii) postpone the date fixed for any
payment of principal of or interest on any Loan or any fees hereunder or for any
reduction or termination of any Commitment, (iii) change the aggregate unpaid
principal amount of the Loans, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement, or (iv) modify the provisions of this Section 9.5,
and (B) no amendment or waiver with respect to this Agreement or any other Loan
Document shall increase, extend or decrease the Commitment of any Bank (except
for a ratable decrease in the Commitments of all Banks) or subject any Bank to
any additional obligation unless signed by such Bank.
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
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,
52
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 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