REFERRED TO IN PARAGRAPH (B) ABOVE AND, IF REQUIRED, THE WRITTEN CONSENT OF
THE BORROWER AND THE AGENT TO SUCH ASSIGNMENT, THE AGENT SHALL (I) ACCEPT SUCH
ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE
REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE LENDERS.
(F)
EACH LENDER MAY WITHOUT THE CONSENT OF THE BORROWER, THE SWINGLINE LENDER
OR THE AGENT SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES IN ALL
OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL
OR A PORTION OF ITS COMMITMENT AND THE LOANS OWING TO IT); PROVIDED, HOWEVER,
THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED,
(II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR
THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE PARTICIPATING BANKS OR OTHER
ENTITIES SHALL BE ENTITLED TO THE BENEFIT OF THE COST PROTECTION PROVISIONS
CONTAINED IN SECTIONS 2.15, 2.17 AND 2.21 TO THE SAME EXTENT AS IF THEY WERE
LENDERS, PROVIDED THAT THE PARTICIPATING BANKS OR OTHER ENTITIES SHALL NOT BE
ENTITLED TO RECEIVE ANY MORE THAN THE SELLING LENDER WOULD HAVE RECEIVED HAD IT
NOT SOLD THE PARTICIPATION AND (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
SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THE OBLIGATIONS OF THE
BORROWER RELATING TO THE LOANS AND TO APPROVE ANY AMENDMENT, MODIFICATION OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN AMENDMENTS, MODIFICATIONS
OR WAIVERS DECREASING ANY FEES PAYABLE HEREUNDER OR THE AMOUNT OF PRINCIPAL OF
OR THE RATE AT WHICH INTEREST IS PAYABLE ON THE LOANS, EXTENDING ANY SCHEDULED
PRINCIPAL PAYMENT DATE OR DATE FIXED FOR THE PAYMENT OF INTEREST ON THE LOANS OR
CHANGING OR EXTENDING THE COMMITMENTS).
(G)
ANY LENDER OR PARTICIPANT MAY, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION,
DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT ANY
INFORMATION RELATING TO THE BORROWER FURNISHED TO SUCH LENDER BY OR ON BEHALF OF
THE BORROWER; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE OF INFORMATION
DESIGNATED BY THE BORROWER AS CONFIDENTIAL, EACH SUCH PROPOSED ASSIGNEE OR
PARTICIPANT SHALL EXECUTE A CONFIDENTIALITY AGREEMENT IN THE FORM OF EXHIBIT E
HERETO.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LENDER (A
"GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN "SPC") OF
SUCH GRANTING LENDER, IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING LENDER TO THE AGENT AND THE BORROWER, THE OPTION TO PROVIDE TO THE
BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE
BE OBLIGATED TO MAKE TO THE BORROWER PURSUANT TO SECTION 2.01, PROVIDED THAT
(I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT TO MAKE ANY LOAN BY ANY SPC,
(II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO