AGREEMENT AND THE
COMMITMENTS AND THE PAYMENT IN FULL OF THE OBLIGATIONS.
12.4
BENEFITS OF AGREEMENT; DESCRIPTIVE HEADINGS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, AND, IN PARTICULAR, SHALL INURE TO THE BENEFIT OF THE HOLDERS FROM TIME
TO TIME OF THE NOTES; PROVIDED, HOWEVER, THAT NO LOAN PARTY THAT IS PARTY HERETO
MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF AGENT AND LENDERS AND ANY SUCH PURPORTED ASSIGNMENT OR
TRANSFER SHALL BE VOID.
IN FURTHERANCE OF THE FOREGOING, EACH LENDER SHALL BE
ENTITLED AT ANY TIME TO GRANT PARTICIPATIONS IN THE WHOLE OR ANY PART OF ITS
RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY LOAN
OR NOTE TO ANY PERSON; PROVIDED, HOWEVER, THAT NO LENDER ASSIGNEE SHALL BE
PERMITTED BY THE TERMS OF ITS PARTICIPATION AGREEMENT WITH THE RELEVANT LENDER
TO REQUIRE SUCH LENDER TO TAKE OR OMIT TO TAKE ANY ACTION HEREUNDER EXCEPT TO
THE EXTENT THAT IF LENDER ASSIGNEE WERE A LENDER HEREUNDER, ITS CONSENT TO
TAKING OR OMITTING TO TAKE SUCH ACTION WOULD BE REQUIRED BY THE TERMS OF THE
SECOND PROVISO OF SECTION 12.2 HERETO.
NO SUCH PARTICIPATION PURSUANT TO THIS
SECTION 12.4(A) SHALL RELIEVE ANY LENDER FROM ITS OBLIGATIONS HEREUNDER AND
BORROWER NEED DEAL SOLELY WITH AGENT AND LENDERS WITH RESPECT TO WAIVERS,
MODIFICATIONS AND CONSENTS TO THIS AGREEMENT, THE LOAN DOCUMENTS OR THE NOTES.
ANY SUCH PARTICIPANT IS REFERRED TO IN THIS AGREEMENT AS A "LENDER ASSIGNEE".
BORROWER AGREES THAT THE PROVISIONS OF SECTIONS 3.4, 5.4 AND 12.3 SHALL RUN TO
THE BENEFIT OF EACH LENDER ASSIGNEE AND ITS PARTICIPATIONS OR INTERESTS HEREIN,
AND ANY LENDER MAY ENFORCE SUCH PROVISIONS ON BEHALF OF ANY SUCH LENDER
ASSIGNEE; PROVIDED, HOWEVER, THAT IF ANY LENDER GRANTS A PARTICIPATION IN THE
WHOLE OR ANY PART OF ITS RIGHTS AND/OR OBLIGATIONS PURSUANT TO THIS SECTION
12.4(A), THEN THE AMOUNTS THAT BORROWER IS REQUIRED TO PAY PURSUANT TO THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ADDITIONAL AMOUNTS MADE PURSUANT TO
SECTION 5.4) SHALL NOT EXCEED THE AMOUNTS THAT BORROWER WOULD HAVE BEEN REQUIRED
TO PAY TO SUCH LENDER PURSUANT TO THIS AGREEMENT HAD SUCH LENDER NOT GRANTED
SUCH PARTICIPATION.
BORROWER HEREBY FURTHER AGREES THAT ANY SUCH LENDER
ASSIGNEE MAY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXERCISE THE
RIGHT OF SETOFF WITH RESPECT TO SUCH PARTICIPATION (AND IN AN AMOUNT UP
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TO THE AMOUNT OF SUCH PARTICIPATION) AS FULLY AS IF SUCH LENDER ASSIGNEE WERE
THE DIRECT CREDITOR OF BORROWER.
UPON A PARTICIPATION IN ACCORDANCE WITH THE
FOREGOING, BORROWER SHALL EXECUTE SUCH DOCUMENTS AND DO SUCH ACTS AS ANY LENDER
MAY REASONABLY REQUEST TO EFFECT SUCH ASSIGNMENT.
ANY LENDER MAY FURNISH ANY
INFORMATION CONCERNING THE LOAN PARTIES IN ITS POSSESSION FROM TIME TO TIME TO
LENDER ASSIGNEES (INCLUDING PROSPECTIVE LENDER ASSIGNEES) AND PROSPECTIVE
PURCHASING LENDERS.
EACH LENDER SHALL NOTIFY BORROWER OF ANY PARTICIPATION
GRANTED BY