DAYS AFTER RECEIPT OF
NOTICE, THE BORROWER, AT ITS OWN EXPENSE, SHALL EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT, IN EXCHANGE FOR THE SURRENDER OF THE ORIGINAL NOTE OR
NOTES (A) A NEW REVOLVING CREDIT NOTE AND TERM LOAN NOTE, TO THE ORDER OF SUCH
PURCHASING LENDER IN THE APPROPRIATE AMOUNTS ASSUMED AND (B) IF THE ASSIGNING
LENDER HAS RETAINED AN INTEREST HEREUNDER, THE APPLICABLE NOTE OR NOTES IN THE
APPROPRIATE AMOUNT(S).
SUCH NEW NOTE(S) SHALL BE DATED THE DATE OF THE
SURRENDERED NOTE(S) WHICH SUCH NEW NOTE(S) REPLACE AND SHALL OTHERWISE BE IN
SUBSTANTIALLY THE FORM OF EXHIBIT A-1 AND A-2, RESPECTIVELY.
CANCELED NOTES
SHALL BE RETURNED TO THE BORROWER.
82
(F)
EACH LENDER MAY, IN ACCORDANCE WITH APPLICABLE LAW,
SELL
PARTICIPATIONS TO ANY LENDER OR AFFILIATE THEREOF AND TO ONE OR MORE BANKS OR
OTHER PERSONS (EACH A "PARTICIPANT"), IN EACH CASE IN ANY LOAN OWING TO SUCH
LENDER, ANY NOTE HELD BY SUCH LENDER, ANY COMMITMENT OF SUCH LENDER, OR ANY
OTHER INTEREST OF SUCH LENDER HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS,
PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT TO
THE OTHER PARTIES TO THIS AGREEMENT 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 UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (IV) THE
BORROWER, THE LENDERS AND THE ADMINISTRATIVE 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 LOAN DOCUMENTS, (V) IN ANY
PROCEEDING UNDER THE BANKRUPTCY CODE, SUCH LENDER SHALL BE, TO THE EXTENT
PERMITTED BY LAW, THE SOLE REPRESENTATIVE WITH RESPECT TO THE OBLIGATIONS HELD
IN THE NAME OF SUCH LENDER, WHETHER FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANY PARTICIPANT AND (VI) SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO APPROVE,
WITHOUT THE CONSENT OF ANY PARTICIPANT, ANY AMENDMENT, MODIFICATION OR WAIVER OF
ANY PROVISION OF THIS AGREEMENT OR THE NOTES HELD BY SUCH LENDER OR ANY OTHER
LOAN DOCUMENT, OTHER THAN WITH RESPECT TO THE MATTERS DESCRIBED IN CLAUSES (I)
THROUGH (VIII) OF SUBSECTION 9.1(B).
(G)
IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT AND THE NOTES ARE DUE
OR UNPAID, OR SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME DUE AND PAYABLE UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT SHALL BE DEEMED TO HAVE
THE RIGHT OF SET-OFF IN RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING
UNDER THIS AGREEMENT AND ANY NOTE TO THE SAME EXTENT AS IF THE AMOUNT OF ITS
PARTICIPATING INTEREST WERE OWING DIRECTLY TO IT AS A LENDER UNDER THIS
AGREEMENT OR ANY NOTE, PROVIDED THAT IN PURCHASING SUCH PARTICIPATION SUCH
PARTICIPANT SHALL BE DEEMED TO HAVE AGREED TO SHARE WITH THE LENDERS THE
PROCEEDS THEREOF AS PROVIDED IN SECTION 9.7
THE BORROWER ALSO AGREES THAT EACH
PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF