AT ANY TIME ASSIGN ALL OR
ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE EXTENSIONS OF CREDIT TO
SUCH LENDER OR IN SUPPORT OF OBLIGATIONS OWED BY SUCH LENDER; PROVIDED, THAT NO
SUCH ASSIGNMENT SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR
SUBSTITUTE ANY SUCH ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN SECTION 11.8(G) OR ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, ANY PARTY HERETO OR THERETO (AND EACH EMPLOYEE, REPRESENTATIVE, OR
OTHER AGENT OF SUCH PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS
CONTEMPLATED HEREIN AND THEREIN AND ALL MATERIALS OF ANY KIND IN EACH CASE
WITHIN THE MEANING OF UNITED STATES TREASURY REGULATION SECTION 1.6011-4
(INCLUDING
101
OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH PARTY RELATING TO SUCH
TAX TREATMENT AND TAX STRUCTURE; PROVIDED, THAT WITH RESPECT TO ANY DOCUMENT OR
SIMILAR ITEM THAT IN EITHER CASE CONTAINS INFORMATION CONCERNING TAX TREATMENT
OR TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS WELL AS
OTHER INFORMATION, THIS SECTION 11.8(I) SHALL ONLY APPLY TO SUCH PORTIONS OF THE
DOCUMENT OR SIMILAR ITEM THAT RELATE TO SUCH TAX TREATMENT OR TAX STRUCTURE.
(J)
IF ANY LENDER (SUCH LENDER, A
"NON-CONSENTING LENDER") HAS FAILED TO CONSENT TO A PROPOSED AMENDMENT,
MODIFICATION, TERMINATION, WAIVER, OR DEPARTURE FROM ANY PROVISION, WHICH
PURSUANT TO THE TERMS OF SECTION 11.1 THE CONSENT OF SUCH LENDER IS REQUIRED,
WITH RESPECT TO WHICH THE REQUIRED LENDERS SHALL HAVE GRANTED THEIR CONSENT AND
WHICH WILL BECOME EFFECTIVE IF THE BORROWER IS ABLE TO TAKE THE ACTIONS REFERRED
TO IN THIS PARAGRAPH (J), THEN PROVIDED NO EVENT OF DEFAULT THEN EXISTS, THE
BORROWER SHALL HAVE THE RIGHT (UNLESS SUCH NON-CONSENTING LENDER GRANTS SUCH
CONSENT) TO REPLACE SUCH NON-CONSENTING LENDER BY REQUIRING SUCH NON-CONSENTING
LENDER TO ASSIGN ITS LOANS AND ITS COMMITMENTS TO ONE OR MORE ASSIGNEES
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, PROVIDED THAT: (A) ALL
OBLIGATIONS OF THE BORROWER (OTHER THAN PRINCIPAL AND INTEREST ON THE LOANS)
OWING TO SUCH NON-CONSENTING LENDER BEING REPLACED, INCLUDING ALL PREMIUMS (IF
ANY) AND OTHER AMOUNTS ACCRUED FOR THE ACCOUNT OF SUCH NON-CONSENTING LENDER
HEREUNDER, SHALL BE PAID IN FULL BY THE BORROWER TO SUCH NON-CONSENTING LENDER
CONCURRENTLY WITH SUCH ASSIGNMENT AND (B) THE REPLACEMENT LENDER SHALL PURCHASE
THE FOREGOING BY PAYING TO SUCH NON-CONSENTING LENDER A PRICE EQUAL TO THE SUM
OF THE PRINCIPAL OF AND INTEREST ACCRUED TO THE DATE OF SUCH PAYMENT ON THE
OUTSTANDING LOANS OF SUCH NON-CONSENTING LENDER.
ANY SUCH PAYMENT MADE TO A
NON-CONSENTING LENDER SHALL BE DEEMED TO BE A PREPAYMENT BY THE BORROWER FOR THE
PURPOSES OF SECTION 2.4 HERETO.
IN CONNECTION WITH ANY SUCH ASSIGNMENT THE
BORROWER, THE ADMINISTRATIVE AGENT, SUCH NON-CONSENTING LENDER AND THE
REPLACEMENT LENDER SHALL OTHERWISE COMPLY WITH THE OTHER PROVISIONS OF THIS
SECTION 11.8.
IN CONNECTION WITH ANY SUCH REPLACEMENT, IF THE REPLACED