SHALL EXECUTE AND DELIVER TO THE AGENT
IN EXCHANGE FOR THE SURRENDERED NOTE A NEW NOTE TO THE ORDER OF SUCH ELIGIBLE
ASSIGNEE IN AN AMOUNT EQUAL TO THE COMMITMENT ASSUMED BY IT PURSUANT TO SUCH
ASSIGNMENT AND ACCEPTANCE AND, IF THE ASSIGNING LENDER HAS RETAINED A COMMITMENT
HEREUNDER, A NEW NOTE TO THE ORDER OF THE ASSIGNING LENDER IN AN AMOUNT EQUAL TO
THE COMMITMENT RETAINED BY IT HEREUNDER.
SUCH NEW 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.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES
(OTHER THAN THE BORROWER OR ANY OF ITS AFFILIATES) APPROVED BY THE BORROWER
(UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME ANY
PARTICIPATION IS EFFECTED), SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR
DELAYED (IT BEING UNDERSTOOD THAT ANY OBJECTION BY THE BORROWER TO ANY PERSON
REASONABLY CONSIDERED BY THE BORROWER TO BE A COMPETITOR, OR AN AFFILIATE OF A
COMPETITOR, OF THE BORROWER SHALL BE DEEMED TO BE NOT UNREASONABLE); IN OR TO
ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ALL OR A PORTION OF ITS COMMITMENT, THE ADVANCES OWING TO IT
AND THE NOTE OR NOTES HELD BY IT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS COMMITMENT
TO THE BORROWER HEREUNDER) 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, (IV) THE BORROWER, THE 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 (V) NO PARTICIPANT
UNDER ANY SUCH PARTICIPATION SHALL HAVE ANY RIGHT TO APPROVE ANY AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY NOTE, OR ANY CONSENT TO ANY
DEPARTURE BY THE BORROWER THEREFROM, EXCEPT TO THE EXTENT THAT SUCH AMENDMENT,
WAIVER OR CONSENT WOULD REDUCE
38
the principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation, or postpone
any date fixed for any payment of principal of, or interest on, the Notes or any
fees or other amounts payable hereunder, in each case to the extent subject to
such participation.
(F)
ANY LENDER 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, IN EACH CASE,
THAT IS AN ELIGIBLE ASSIGNEE OR HAS OTHERWISE BEEN APPROVED BY THE BORROWER, OR
AN SPC, ANY INFORMATION RELATING TO THE BORROWER