OTHER
LOAN DOCUMENTS CONDITION A CONSENT OR APPROVAL UPON REQUISITE LENDERS' OR
UNANIMOUS LENDERS' CONSENT, IT IS AGREED TO HEREUNDER THAT BORROWER SHALL MAKE
ALL REQUESTS OF SUCH CONSENT AND APPROVAL OF ADMINISTRATIVE AGENT
(NOTWITHSTANDING THAT REQUISITE LENDERS' OR UNANIMOUS LENDERS' CONSENT IS
REQUIRED).
IT IS EXPRESSLY UNDERSTOOD THAT BORROWER SHALL NOT BE OBLIGATED, BUT
SHALL HAVE THE
113
right, to communicate or interface directly with any Lender or Lenders
concerning any consents, approvals, modifications or amendments or waivers
hereunder.
SECTION 11.19
ARRANGERS AND BOOKRUNNERS.
CO-LEAD ARRANGERS SHALL ACT AS THE
EXCLUSIVE ARRANGERS, ADVISORS AND MANAGERS AND CO-BOOKRUNNERS SHALL ACT AS THE
EXCLUSIVE BOOK MANAGERS IN CONNECTION WITH THE ASSIGNMENT, TRANSFER AND/OR
PARTICIPATION OF THE LOANS AND SHALL MANAGE ALL ASPECTS OF ANY ASSIGNMENT,
TRANSFER AND PARTICIPATION OF THE LOANS, INCLUDING, WITHOUT LIMITATION, THE
TIMING OF ANY ASSIGNMENT, TRANSFER OR PARTICIPATION, AND THE FINAL ALLOCATIONS
AMONG THE LENDERS.
NO ADDITIONAL AGENTS, CO-AGENTS, ARRANGERS OR SYNDICATION
MANAGERS WILL BE APPOINTED, UNLESS THE BORROWER AND THE CO-LEAD ARRANGERS SO
AGREE.
THE LOAN PARTIES ACKNOWLEDGE AND AGREE THAT THE CO-LEAD ARRANGERS AND
CO-BOOKRUNNERS, OR ANY LENDER, MAY DISCLOSE TO ANY PROSPECTIVE OR ACTUAL
ASSIGNEE, TRANSFEREE OR PARTICIPANT FINANCIAL AND OTHER INFORMATION REGARDING
THE LOAN PARTIES AND THE TRANSACTIONS CONTEMPLATED BY THE LOAN PARTIES,
INCLUDING, BUT NOT LIMITED TO, FINANCIAL PROJECTIONS RELATED TO THE FOREGOING,
AND THE LOAN PARTIES AGREE TO REASONABLY COOPERATE WITH THE CO-LEAD ARRANGERS,
THE CO-BOOKRUNNERS AND THE LENDERS IN PROVIDING ANY SUCH INFORMATION TO SUCH
PROSPECTIVE OR ACTUAL ASSIGNEE, TRANSFEREE OR PARTICIPANT IN ORDER TO FACILITATE
THE TRANSFER, ASSIGNMENT OR PARTICIPATION OF ANY LENDER'S INTEREST IN THE LOANS
AND/OR THE LOAN DOCUMENTS, SUBJECT TO THE PROVISIONS HEREIN.
THE LOAN PARTIES
ALSO AGREE TO PROVIDE ANY FURTHER ASSISTANCE THAT THE CO-LEAD ARRANGERS OR
CO-BOOKRUNNERS MAY REASONABLY REQUEST, WHICH ASSISTANCE MAY INCLUDE, WITHOUT
LIMITATION, (A) DIRECT CONTACT BY ANY SUCH PROSPECTIVE OR ACTUAL ASSIGNEE,
TRANSFEREE OR PARTICIPANT WITH THE LOAN PARTIES' SENIOR OFFICERS,
REPRESENTATIVES AND ADVISORS, AT SUCH TIME AND AT SUCH PLACES AS THE CO-LEAD
ARRANGERS OR CO-BOOKRUNNERS MAY REASONABLY REQUEST WITH REASONABLE ADVANCE
NOTICE, AND (B) REASONABLE COOPERATION IN THE PREPARATION OF A "CONFIDENTIAL
INFORMATION" MEMORANDUM AND OTHER MARKETING MATERIALS TO BE USED IN CONNECTION
WITH ANY SUCH ASSIGNMENT, TRANSFER OR PARTICIPATION.
NONE OF THE LOAN PARTIES
OR THEIR AFFILIATES OR SUBSIDIARIES WILL BE PERMITTED TO PURCHASE OR ACCEPT AN
ASSIGNMENT, TRANSFER OR PARTICIPATION OF ANY INTEREST IN THE LOANS OR THE LOAN
DOCUMENTS.
THE CO-LEAD ARRANGERS AGREED THAT WELLS FARGO WILL RECEIVE FULL
CREDIT AS SOLE LEAD ARRANGER FOR LEAGUE TABLE REPORTING PURPOSES.
SECTION 11.20
SECONDARY MARKET COOPERATION.
(A)
WITHOUT LIMITING ANY OF THE OTHER PROVISIONS SET FORTH IN
THIS ARTICLE 11, EACH LENDER SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO
(I) SELL AND/OR OTHERWISE TRANSFER, ENCUMBER, PLEDGE OR OTHERWISE DISPOSE OF ITS
INTEREST IN THE LOAN OR ANY PORTION THEREOF OR INTEREST THEREIN IN WHOLE OR IN
PART, AND/OR (II) FURTHER DIVIDE THE LOAN INTO ADDITIONAL SEPARATE PARI PASSU
NOTES OR COMPONENTS, PROVIDED, HOWEVER, THAT