AS A LENDER. AGENT AND
LENDERS MAY FURNISH ANY INFORMATION CONCERNING ANY BORROWER OR ANY GUARANTOR IN
THE POSSESSION OF AGENT OR ANY LENDER FROM TIME TO TIME TO ASSIGNEES AND
PARTICIPANTS.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER
ENTITIES IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS (INCLUDING, WITHOUT LIMITATION, ALL
OR A PORTION OF ITS TOTAL COMMITMENT AND THE LOANS OWING TO IT AND ITS
PARTICIPATION IN THE LETTER OF CREDIT ACCOMMODATIONS, WITHOUT THE CONSENT OF
AGENT OR THE OTHER LENDERS); PROVIDED, THAT, (I) SUCH LENDER'S OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS TOTAL COMMITMENT HEREUNDER)
AND THE OTHER FINANCING AGREEMENTS SHALL REMAIN UNCHANGED, (II) SUCH LENDER
SHALL REMAIN SOLELY RESPONSIBLE
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to the other parties hereto for the performance of such obligations, and
Borrowers, the other Lenders and Agent 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 Financing Agreements, (iii) the
Participant shall not have any rights under this Agreement or any of the other
Financing Agreements (the Participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the Participant relating thereto) and all amounts payable by
Borrowers or any Guarantor hereunder (including any amounts payable under
Sections 3.3 or 6.4(d) hereof) shall be determined as if such Lender had not
sold such participation.
(F)
NOTHING IN THIS AGREEMENT SHALL PREVENT OR PROHIBIT ANY LENDER
FROM PLEDGING ITS LOANS HEREUNDER TO A FEDERAL RESERVE BANK IN SUPPORT OF
BORROWINGS MADE BY SUCH LENDERS FROM SUCH FEDERAL RESERVE BANK. BORROWERS HEREBY
ACKNOWLEDGE THAT THE LENDERS AND THEIR AFFILIATES MAY SELL OR SECURITIZE THE
LOANS (A "SECURITIZATION") THROUGH THE PLEDGE OF THE LOANS AS COLLATERAL
SECURITY FOR LOANS TO THE LENDERS OR THEIR AFFILIATES OR THROUGH THE SALE OF THE
LOANS OR THE ISSUANCE OF DIRECT OR INDIRECT INTERESTS IN THE LOANS, WHICH LOANS
TO THE LENDERS OR THEIR AFFILIATES OR DIRECT OR INDIRECT INTERESTS WILL BE RATED
BY MOODY'S, STANDARD & POOR'S OR ONE OR MORE OTHER RATING AGENCIES (THE "RATING
AGENCIES"). BORROWERS SHALL COOPERATE WITH THE LENDERS AND THEIR AFFILIATES TO
EFFECT THE SECURITIZATION INCLUDING, WITHOUT LIMITATION, BY (A) AMENDING THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS, AND EXECUTING SUCH ADDITIONAL
DOCUMENTS, AS REASONABLY REQUESTED BY THE LENDERS IN CONNECTION WITH THE
SECURITIZATION, PROVIDED THAT (I) ANY SUCH AMENDMENT OR ADDITIONAL DOCUMENTATION
DOES NOT IMPOSE MATERIAL ADDITIONAL COSTS ON THE BORROWERS AND (II) ANY SUCH
AMENDMENT OR ADDITIONAL DOCUMENTATION DOES NOT MATERIALLY ADVERSELY AFFECT THE
RIGHTS, OR MATERIALLY INCREASE THE OBLIGATIONS, OF THE BORROWERS UNDER THE
FINANCING AGREEMENTS OR CHANGE OR AFFECT IN A MANNER ADVERSE TO THE BORROWERS
THE FINANCIAL TERMS OF THE LOANS, (B) PROVIDING SUCH INFORMATION AS MAY BE
REASONABLY REQUESTED BY THE LENDERS IN CONNECTION WITH THE RATING OF THE LOANS
OR