THEREOF TO BMCA
AND EACH OTHER AGENT. IN THE CASE OF ANY ASSIGNMENT BY A LENDER, WITHIN FIVE
BUSINESS DAYS AFTER ITS RECEIPT OF SUCH NOTICE, THE BORROWERS, AT THEIR OWN
EXPENSE, SHALL, IF REQUESTED BY THE ASSIGNEE, EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT IN EXCHANGE FOR THE SURRENDERED NOTE OR NOTES AN AMENDED
AND RESTATED NOTE (WHICH SHALL BE MARKED "AMENDED AND RESTATED") TO THE ORDER OF
SUCH ELIGIBLE ASSIGNEE IN AN AMOUNT EQUAL TO THE COMMITMENT ASSUMED BY IT UNDER
EACH FACILITY PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF ANY ASSIGNING
LENDER HAS RETAINED A COMMITMENT HEREUNDER UNDER SUCH FACILITY AND HAS REQUESTED
A REPLACEMENT NOTE, AN AMENDED AND RESTATED NOTE TO THE ORDER OF SUCH ASSIGNING
LENDER IN AN AMOUNT EQUAL TO THE COMMITMENT RETAINED BY IT HEREUNDER. SUCH
AMENDED AND RESTATED NOTE OR NOTES SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SURRENDERED 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.
111
(G)
THE ISSUING BANK MAY ASSIGN TO AN ELIGIBLE ASSIGNEE ALL OF ITS
RIGHTS AND OBLIGATIONS UNDER THE UNDRAWN PORTION OF ITS LETTER OF CREDIT
COMMITMENT AT ANY TIME; PROVIDED, HOWEVER, THAT (I) EACH SUCH ASSIGNMENT SHALL
BE TO AN ELIGIBLE ASSIGNEE AND (II) THE PARTIES TO EACH SUCH ASSIGNMENT SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT, FOR ITS ACCEPTANCE AND
RECORDING IN THE REGISTER, AN ASSIGNMENT AND ACCEPTANCE, TOGETHER WITH A
PROCESSING AND RECORDATION FEE OF $3,500.
(H)
EACH LENDER PARTY MAY SELL PARTICIPATIONS TO ONE OR MORE PERSONS
(OTHER THAN ANY LOAN PARTY OR ANY OF ITS AFFILIATES) IN OR TO ALL OR A PORTION
OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION
OF ITS COMMITMENTS, THE ADVANCES OWING TO IT AND THE NOTE OR NOTES (IF ANY) HELD
BY IT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER PARTY'S OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING ITS COMMITMENTS) SHALL REMAIN UNCHANGED, (II) SUCH LENDER
PARTY SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH LENDER PARTY SHALL REMAIN THE HOLDER
OF ANY SUCH NOTE FOR ALL PURPOSES OF THIS AGREEMENT, (IV) THE BORROWERS, THE
AGENTS AND THE OTHER LENDER PARTIES SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH SUCH LENDER PARTY IN CONNECTION WITH SUCH LENDER PARTY'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND (V) NO PARTICIPANT UNDER ANY SUCH
PARTICIPATION SHALL HAVE ANY RIGHT TO APPROVE ANY AMENDMENT OR WAIVER OF ANY
PROVISION OF ANY LOAN DOCUMENT, OR ANY CONSENT TO ANY DEPARTURE BY ANY LOAN
PARTY THEREFROM, EXCEPT TO THE EXTENT THAT SUCH AMENDMENT, WAIVER OR CONSENT
REQUIRES THE CONSENT OF ALL LENDER PARTIES.
(I)
ANY LENDER PARTY MAY, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS
SECTION 8.07, DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR
PARTICIPANT ANY INFORMATION RELATING TO