TELECOPY SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
129
13.9
BINDING EFFECT; ASSIGNMENT; ADDITION AND SUBSTITUTION OF LENDERS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF,
THE BORROWERS, COLLATERAL AGENT, ADMINISTRATIVE AGENT, THE LENDERS, ALL FUTURE
HOLDERS OF THE NOTES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED,
HOWEVER, THAT THE BORROWERS MAY NOT ASSIGN THEIR RIGHTS OR OBLIGATIONS HEREUNDER
OR IN CONNECTION HEREWITH OR ANY INTEREST HEREIN (VOLUNTARILY, BY OPERATION OF
LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT AND
ALL OF THE LENDERS.
(B)
EACH LENDER MAY AT ANY TIME SELL TO ONE OR MORE BANKS OR OTHER
ENTITIES ("PARTICIPANTS") PARTICIPATING INTERESTS IN ALL OR ANY PORTION OF ITS
COMMITMENT AND LOANS OR PARTICIPATION IN LETTERS OF CREDIT OR ANY OTHER INTEREST
OF SUCH LENDER HEREUNDER (IN RESPECT OF ANY LENDER, ITS "CREDIT EXPOSURE").
IN
THE EVENT OF ANY SUCH SALE BY A LENDER OF PARTICIPATING INTERESTS TO A
PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE
THEREOF, AND THE FUNDS ADMINISTRATOR AND ADMINISTRATIVE AGENT SHALL CONTINUE TO
DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
AT THE TIME OF EACH SALE OF A
PARTICIPATING INTEREST, PURSUANT TO THIS SECTION 13.9(B), THE LENDER SHALL
PROVIDE TO THE FUNDS ADMINISTRATOR OR ADMINISTRATIVE AGENT REVISED IRS FORMS,
AND IF APPLICABLE, A SECTION 4.8(D) CERTIFICATE DESCRIBED IN SECTION 4.8(D),
REFLECTING THAT PORTION OF ITS COMMITMENT AND LOAN RETAINED BY IT ON AN AMENDED
IRS FORM W-8BEN AND THAT PORTION OF ITS COMMITMENT AND LOAN WHICH HAD BEEN SOLD
TO A PARTICIPANT ON A IRS FORM W-8IMY (TOGETHER WITH ANY REQUIRED ATTACHMENTS).
THE BORROWERS AGREE THAT IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT OR ANY OF
THE LOAN DOCUMENTS ARE DUE OR UNPAID, OR SHALL HAVE BEEN DECLARED OR SHALL HAVE
BECOME DUE AND PAYABLE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH
PARTICIPANT SHALL BE DEEMED TO HAVE THE RIGHT OF SETOFF IN RESPECT OF ITS
PARTICIPATING INTEREST IN AMOUNTS OWING UNDER THIS AGREEMENT AND THE LOAN
DOCUMENTS TO THE SAME EXTENT AS IF THE AMOUNT OF ITS PARTICIPATING INTEREST WERE
OWING DIRECTLY TO IT AS A LENDER UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, PROVIDED, HOWEVER, THAT SUCH RIGHT OF SETOFF SHALL BE SUBJECT TO THE
OBLIGATION OF SUCH PARTICIPANT TO SHARE WITH THE LENDERS, AND THE LENDERS AGREE
TO SHARE WITH SUCH PARTICIPANT, AS PROVIDED IN SECTION 4.10.
THE BORROWERS ALSO
AGREE THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTION 3.5 AND
4.8 WITH RESPECT TO ITS PARTICIPATION IN THE LOANS OUTSTANDING FROM TIME TO
TIME, PROVIDED THAT SUCH PARTICIPANT'S BENEFITS UNDER SECTIONS 3.5 AND 4.8 SHALL
BE LIMITED TO THE BENEFITS THAT THE PRIMARY LENDER WOULD BE ENTITLED TO
THEREUNDER.
EACH LENDER AGREES THAT ANY AGREEMENT BETWEEN SUCH LENDER AND ANY
SUCH PARTICIPANT IN RESPECT OF SUCH PARTICIPATING INTEREST