shall promptly notify the
Collateral Agent of any such assignment.
(b)
In the event that a Lender makes an
assignment to a Conduit Assignee in accordance with clause (a) above, the Bank
Investors: (i) if requested by Bank of America, shall terminate their
participation in the applicable Program Support Agreement to the extent of such
assignment, (ii) if requested by Bank of America, shall execute (either directly
or through a participation agreement, as determined by the Managing Agents) the
program support agreement related to such Conduit Assignee, to the extent of
such assignment, the terms of which shall be substantially similar to those of
the participation or other agreement entered into by such Bank Investor with
respect to the applicable Program Support Agreement (or which shall be otherwise
reasonably satisfactory to Bank of America and the Bank Investors), (iii) if
requested by such Lender, shall enter into such agreements as requested by the
Lender pursuant to which they shall be obligated to provide funding to the
Conduit Assignee on substantially the same terms and conditions as is provided
for in this Loan Agreement in respect of the Lender (or which
45
agreements shall be otherwise reasonably satisfactory to the Lender and the Bank
Investors), and (iv) shall take such actions as the Agent shall reasonably
request in connection therewith.
SECTION 8.13.
ASSIGNMENT BY A LENDER TO PROGRAM
SUPPORT PROVIDER.
THE BORROWER HEREBY AGREES AND CONSENTS TO THE ASSIGNMENT BY
ANY LENDER FROM TIME TO TIME OF ALL OR ANY PART OF ITS RIGHTS UNDER, INTEREST IN
AND TITLE TO THIS LOAN AGREEMENT AND THE NET INVESTMENT TO ANY PROGRAM SUPPORT
PROVIDER.
SECTION 8.14.
SURETY PROVIDER DEFAULT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF A SURETY PROVIDER DEFAULT
HAS OCCURRED AND IS CONTINUING, ANY PROVISION GIVING THE SURETY PROVIDER THE
RIGHT TO CONSENT, APPOINT, DIRECT, APPROVE OF OR TAKE ANY ACTION (OR WAIVE ANY
RIGHT TO TAKE ACTION) HEREUNDER SHALL BE INOPERATIVE AND SUCH RIGHTS SHALL BE
VESTED IN THE AGENT; PROVIDED, HOWEVER, THAT UPON THE CURE OF ANY SUCH SURETY
PROVIDER DEFAULT, SUCH RIGHTS SHALL BE REINSTATED.
SECTION 8.15.
SUBROGATION AND COOPERATION. THE
BORROWER, THE LENDERS AND THE BANK INVESTORS ACKNOWLEDGE THAT (I) TO THE EXTENT
THAT THE SURETY PROVIDER MAKES PAYMENTS UNDER THE SURETY BOND ON ACCOUNT OF
AMOUNTS DUE ON THE VFN, THE SURETY PROVIDER WILL BE FULLY SUBROGATED TO THE
RIGHTS OF THE LENDERS AND/OR THE BANK INVESTORS, AS APPLICABLE, TO THE EXTENT
THEREOF, TO RECEIVE SUCH AMOUNTS AND (II) THE SURETY PROVIDER SHALL BE ENTITLED
TO BE PAID SUCH AMOUNTS BUT ONLY FROM THE SOURCE AND IN THE MANNER PROVIDED
HEREIN AND IN THE OTHER OPERATIVE DOCUMENTS FOR THE PAYMENT OF SUCH AMOUNTS.
EACH OF THE LENDERS AND THE BANK INVESTORS SHALL COOPERATE IN ALL RESPECTS WITH
ANY REASONABLE REQUEST BY THE SURETY PROVIDER FOR ACTION TO PRESERVE OR ENFORCE
THE SURETY PROVIDER'S RIGHTS OR INTEREST UNDER THIS LOAN AGREEMENT AND EACH OF
THE OTHER OPERATIVE DOCUMENTS WITHOUT LIMITING THE RIGHTS OF THE LENDERS AND/OR