OF SUCH ELIGIBLE ASSIGNEE EACH IN AN AMOUNT EQUAL
TO THE PORTION OF SUCH SURRENDERED NOTE ASSUMED BY SUCH ELIGIBLE ASSIGNEE
PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE ASSIGNING LENDER HAS
RETAINED A PORTION OF SUCH SURRENDERED NOTE, A NEW NOTE TO THE ORDER OF THE
ASSIGNING LENDER IN AN AMOUNT EQUAL TO SUCH RETAINED PORTION AND SUCH OLD NOTE
SHALL BE RETURNED TO THE BORROWER MARKED "CANCELLED". SUCH NEW NOTE OR NOTES
SHALL BE DATED THE EFFECTIVE DATE OF SUCH ASSIGNMENT AND ACCEPTANCE AND SHALL
OTHERWISE BE IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE ELIGIBLE ASSIGNEES IN OR
TO ALL OR A PORTION OF THE LOAN OWING TO IT AND THE NOTE OR NOTES HELD BY IT;
PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL
REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER
PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH LENDER SHALL
REMAIN THE HOLDER OF ANY SUCH NOTE FOR ALL PURPOSES OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, (IV) THE BORROWER, EACH AGENT AND THE OTHER LENDERS SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND (V) EACH SUCH PARTICIPATION SHALL BE IN A MINIMUM AMOUNT OF $
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (UNLESS
OTHERWISE AGREED TO BY THE BORROWER).
(F)
ANY LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION OR
PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION 8.7, DISCLOSE TO
THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, ANY INFORMATION
RELATING TO THE BORROWER FURNISHED TO SUCH LENDER BY OR ON BEHALF OF THE
BORROWER; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE, THE ASSIGNEE OR
PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT SHALL AGREE TO PRESERVE THE
CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION RELATING TO THE BORROWER
RECEIVED BY IT FROM SUCH LENDER PURSUANT TO A CONFIDENTIALITY AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT E.
(G)
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT, ANY LENDER
MAY AT ANY TIME CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE LOAN OWING TO IT AND
THE NOTES HELD BY IT) IN FAVOR OF ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH
REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANY
OTHER PERSON.
(H)
THE BORROWER AGREES TO COOPERATE WITH EACH LENDER TO ACCOMMODATE THE
EFFORTS OF SUCH LENDER TO TRANSFER, SELL OR ASSIGN ALL OR ANY PART OF ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO THIS SECTION 8.7. EACH LENDER
SEVERALLY AGREES TO REIMBURSE THE BORROWER'S REASONABLE AND ADEQUATELY
DOCUMENTED EXTERNAL LEGAL AND INVESTMENT BANK FEES AND EXPENSES IN RESPECT OF
ANY SUCH TRANSFER, SALE OR ASSIGNMENT.
(I)
IF AS A RESULT OF ONE