PAYMENT
INSTRUCTIONS, ADDRESSES AND RELATED INFORMATION WITH RESPECT TO THE ASSIGNEE,
SHALL HAVE BEEN GIVEN TO THE BORROWER
AND THE ADMINISTRATIVE AGENT BY THE
ASSIGNOR LENDER AND THE ASSIGNEE) AND, IF THE ASSIGNEE HAS EXPRESSLY ASSUMED,
FOR THE BENEFIT OF THE BORROWER, SOME OR ALL OF THE TRANSFEROR LENDER'S
OBLIGATIONS HEREUNDER, SUCH TRANSFEROR LENDER SHALL BE RELIEVED OF ITS
OBLIGATIONS HEREUNDER TO THE EXTENT OF SUCH ASSIGNMENT AND ASSUMPTION, AND
EXCEPT AS DESCRIBED ABOVE, NO FURTHER CONSENT OR ACTION BY THE BORROWER, THE
LENDERS, OR THE ADMINISTRATIVE AGENT SHALL BE REQUIRED.
AT THE TIME OF EACH
ASSIGNMENT PURSUANT TO THIS SECTION 12.8(C) TO A PERSON WHICH IS NOT ALREADY A
LENDER HEREUNDER, THE RESPECTIVE ASSIGNEE SHALL PROVIDE TO THE BORROWER AND THE
ADMINISTRATIVE AGENT THE APPROPRIATE FORMS AND CERTIFICATES AS PROVIDED IN
SECTION 4.7(D), IF APPLICABLE.
EACH ASSIGNEE SHALL TAKE SUCH CREDIT EXPOSURE
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND TO ANY REQUEST MADE, WAIVER OR
CONSENT GIVEN OR OTHER ACTION TAKEN HEREUNDER, PRIOR TO THE RECEIPT BY THE
ADMINISTRATIVE AGENT AND THE BORROWER OF WRITTEN NOTICE OF SUCH TRANSFER, BY
EACH PREVIOUS HOLDER OF SUCH CREDIT EXPOSURE.
SUCH ASSIGNMENT AND ASSUMPTION
AGREEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT AND SCHEDULE 1.1(A) HERETO,
TO
THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF
SUCH ASSIGNEE AS A LENDER AND THE RESULTING ADJUSTMENT OF ALL OR A PORTION OF
THE RIGHTS AND OBLIGATIONS OF SUCH TRANSFEROR LENDER UNDER THIS AGREEMENT, THE
MAXIMUM COMMITMENT, THE DETERMINATION OF ITS PRO RATA SHARE (ROUNDED TO TWELVE
DECIMAL PLACES), THE LOANS, ANY OUTSTANDING LETTERS OF CREDIT AND ANY NEW NOTES,
IF REQUESTED, TO BE ISSUED, AT THE BORROWER'S EXPENSE, TO
SUCH ASSIGNEE, AND NO
FURTHER CONSENT OR ACTION BY THE BORROWER OR THE LENDERS SHALL BE REQUIRED TO
EFFECT SUCH AMENDMENTS.
D.
THE BORROWER AUTHORIZES EACH LENDER TO
DISCLOSE TO ANY PARTICIPANT OR ASSIGNEE (EACH, A "TRANSFEREE") AND ANY
PROSPECTIVE TRANSFEREE ANY AND ALL FINANCIAL INFORMATION IN SUCH LENDER'S
POSSESSION CONCERNING THE BORROWER AND ANY SUBSIDIARY OF THE BORROWER WHICH HAS
BEEN DELIVERED TO SUCH LENDER BY THE BORROWER PURSUANT TO THIS AGREEMENT OR
WHICH HAS BEEN DELIVERED TO SUCH LENDER BY THE BORROWER IN CONNECTION WITH SUCH
LENDER'S CREDIT
160
EVALUATION OF THE BORROWER PRIOR TO ENTERING INTO THIS AGREEMENT, PROVIDED THAT,
SUCH TRANSFEREE OR PROSPECTIVE TRANSFEREE AGREES TO TREAT ANY SUCH INFORMATION
WHICH IS NOT PUBLIC AS CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF
SECTION 12.14 HEREOF.
E.
NOTWITHSTANDING ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN ALL OR ANY
PORTION OF ITS RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, THE NOTES HELD BY IT) TO ANY FEDERAL RESERVE
BANK IN ACCORDANCE WITH REGULATION A OF THE FEDERAL RESERVE BOARD WITHOUT NOTICE
TO, OR THE CONSENT OF, THE BORROWER, PROVIDED THAT, NO SUCH PLEDGE OR ASSIGNMENT
OF A SECURITY INTEREST UNDER THIS SECTION 12.8(E) SHALL RELEASE A LENDER FROM
ANY OBLIGATIONS HEREUNDER