ADMINISTRATIVE AGENT, AND SUBJECT TO AT LEAST
THREE BUSINESS DAYS' ADVANCE NOTICE TO THE LENDERS UNDER THE REVOLVING FACILITY,
INSTEAD OF PREPAYING THE LOANS OR REDUCING OR TERMINATING THE COMMITMENTS TO BE
REPLACED, TO (I) (A) WITH RESPECT TO ALL LOANS AND COMMITMENTS HELD BY LENDERS
WHO ARE NOT THEN DEFAULTING LENDERS, REQUIRE ALL SUCH LENDERS UNDER THE
REVOLVING FACILITY TO ASSIGN ALL SUCH LOANS OR COMMITMENTS TO THE ADMINISTRATIVE
AGENT OR ITS DESIGNEES AND (B) WITH RESPECT TO ALL LOANS AND COMMITMENTS HELD BY
LENDERS WHO ARE THEN DEFAULTING LENDERS, AND NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTION 2.08, 2.18 OR OTHERWISE IN THIS AGREEMENT, PREPAY ALL
AMOUNTS OUTSTANDING UNDER ANY LOANS HELD BY SUCH DEFAULTING LENDERS, AND
TERMINATE AND CANCEL THE COMMITMENTS HELD BY SUCH DEFAULTING LENDERS; AND
(II) AMEND THE TERMS OF ALL SUCH LOANS AND COMMITMENTS SO ASSIGNED PURSUANT TO
THE PRECEDING CLAUSE (I)(A) IN ACCORDANCE WITH SECTION 9.08 (WITH SUCH
REPLACEMENT, IF APPLICABLE, BEING DEEMED TO HAVE BEEN MADE PURSUANT TO
SECTION 9.08(D)).
PURSUANT TO ANY SUCH ASSIGNMENT, ALL LOANS AND COMMITMENTS TO
BE REPLACED, TERMINATED, CANCELED AND/OR REPAID PURSUANT TO THIS
SECTION 9.04(G) SHALL BE PURCHASED OR REPAID AT PAR (ALLOCATED AMONG THE LENDERS
UNDER THE REVOLVING FACILITY IN THE SAME MANNER AS WOULD BE REQUIRED IF SUCH
LOANS WERE BEING OPTIONALLY PREPAID OR SUCH COMMITMENTS WERE BEING OPTIONALLY
REDUCED OR TERMINATED BY THE BORROWERS), ACCOMPANIED BY PAYMENT OF ANY ACCRUED
INTEREST AND FEES THEREON AND ANY OTHER AMOUNTS OWING PURSUANT TO
SECTION 9.05(B).
BY RECEIVING SUCH PURCHASE PRICE, THE LENDERS UNDER THE
REVOLVING FACILITY SHALL AUTOMATICALLY BE DEEMED TO HAVE ASSIGNED THE LOANS OR
COMMITMENTS UNDER THE REVOLVING FACILITY PURSUANT TO THE TERMS OF THE FORM OF
ASSIGNMENT AND ACCEPTANCE ATTACHED HERETO AS EXHIBIT A, AND ACCORDINGLY NO OTHER
ACTION BY SUCH LENDERS SHALL BE REQUIRED IN CONNECTION THEREWITH.
THE
PROVISIONS OF THIS PARAGRAPH (G) ARE INTENDED TO FACILITATE THE MAINTENANCE OF
THE PERFECTION AND PRIORITY OF EXISTING SECURITY INTERESTS IN THE COLLATERAL
DURING ANY SUCH REPLACEMENT.
159
(H)
NOTWITHSTANDING THE FOREGOING, NO ASSIGNMENT MAY BE MADE TO AN
INELIGIBLE INSTITUTION WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
SECTION 9.05 EXPENSES; INDEMNITY
.
(A)
THE BORROWERS AGREE TO PAY (I) ALL REASONABLE OUT‐OF‐POCKET EXPENSES
(INCLUDING OTHER TAXES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THE PREPARATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE SYNDICATION OF THE COMMITMENTS OR
THE ADMINISTRATION OF THIS AGREEMENT (INCLUDING REASONABLE EXPENSES INCURRED IN
CONNECTION WITH DUE DILIGENCE, TO THE EXTENT INCURRED WITH THE REASONABLE PRIOR
APPROVAL OF THE COMPANY AND THE REASONABLE FEES, DISBURSEMENTS AND CHARGES FOR
NO MORE THAN ONE COUNSEL IN EACH JURISDICTION WHERE COLLATERAL IS LOCATED) OR IN
CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT AND ANY AMENDMENTS,
MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE
TRANSACTIONS HEREBY CONTEMPLATED SHALL BE CONSUMMATED), INCLUDING THE REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF SHEARMAN & STERLING LLP, COUNSEL TO THE