DELIVER TO THE LOAN ASSIGNEE A PROMISSORY NOTE WITH RESPECT TO THE BID LOANS OR
NEGOTIATED RATE LOANS TO THE ORDER OF SUCH LOAN ASSIGNEE IN AN AMOUNT EQUAL TO
THE BID LOAN OR NEGOTIATED RATE LOAN ASSIGNED.
SUCH NOTE SHALL BE DATED THE
BORROWING DATE IN RESPECT OF SUCH BID LOAN OR NEGOTIATED RATE LOAN AND SHALL
OTHERWISE BE IN THE FORM OF EXHIBIT L; PROVIDED, HOWEVER, THAT SUCH BORROWER
SHALL NOT BE REQUIRED TO EXECUTE AND DELIVER MORE THAN AN AGGREGATE OF TWO NOTES
WITH RESPECT TO THE BID LOANS OF ANY BANK WITH THE SAME INTEREST PERIOD AT ANY
TIME OUTSTANDING.
A LOAN ASSIGNEE SHALL NOT, BY VIRTUE OF SUCH LOAN ASSIGNMENT,
BECOME A PARTY TO THIS AGREEMENT OR HAVE ANY RIGHTS TO CONSENT TO OR REFRAIN
FROM CONSENTING TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY PROVISION
OF THIS AGREEMENT OR ANY RELATED DOCUMENT; PROVIDED, THAT (I) THE ASSIGNOR BANK
AND THE LOAN ASSIGNEE MAY, IN THEIR DISCRETION, AGREE BETWEEN THEMSELVES UPON
THE MANNER IN WHICH THE ASSIGNOR BANK WILL EXERCISE ITS RIGHTS UNDER THIS
AGREEMENT AND ANY RELATED DOCUMENT, AND (II) IF A COPY OF SUCH LOAN ASSIGNMENT
SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND
RECORDING IN THE REGISTER IN ACCORDANCE WITH SUBSECTION 10.5(F), NEITHER THE
PRINCIPAL AMOUNT OF, THE INTEREST RATE ON, NOR THE MATURITY DATE OF, ANY BID
LOAN OR NEGOTIATED RATE LOAN ASSIGNED TO A LOAN ASSIGNEE WILL BE MODIFIED
WITHOUT WRITTEN CONSENT OF SUCH LOAN ASSIGNEE.
65
(D)
ANY BANK MAY, IN THE ORDINARY COURSE OF ITS COMMERCIAL BANKING
BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAW, SELL TO ANY BANK OR ANY
AFFILIATE THEREOF AND TO ONE OR MORE ADDITIONAL BANKS OR OTHER FINANCIAL
INSTITUTIONS ("PURCHASING BANKS"), ALL OR ANY PORTION (SUBJECT TO THE LAST
SENTENCE OF THIS SUBSECTION 10.5(D)) OF ITS RIGHTS (WHICH RIGHTS MAY INCLUDE
SUCH BANK'S RIGHTS IN RESPECT OF LOANS IT HAS DISBURSED) AND OBLIGATIONS UNDER
THIS AGREEMENT, WITH THE PRIOR WRITTEN CONSENT (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD) OF THE BORROWERS.
SUCH SALE SHALL BE MADE PURSUANT TO A
COMMITMENT TRANSFER SUPPLEMENT, EXECUTED BY SUCH PURCHASING BANK AND SUCH
TRANSFEROR BANK (AND, IN THE CASE OF A PURCHASING BANK THAT IS NOT THEN A BANK
OR AN AFFILIATE THEREOF, BY THE BORROWERS AND THE ADMINISTRATIVE AGENT), AND
DELIVERED TO THE ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE
REGISTER.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING, FROM AND
AFTER THE TRANSFER EFFECTIVE DATE SPECIFIED IN SUCH COMMITMENT TRANSFER
SUPPLEMENT, (I) THE PURCHASING BANK THEREUNDER SHALL BE A PARTY HERETO WITH
RESPECT TO THE INTEREST PURCHASED AND, TO THE EXTENT PROVIDED IN SUCH COMMITMENT
TRANSFER SUPPLEMENT, HAVE THE RIGHTS AND OBLIGATIONS OF A BANK HEREUNDER WITH A
COMMITMENT AS SET FORTH THEREIN, AND (II) THE TRANSFEROR BANK THEREUNDER SHALL
CEASE TO HAVE THOSE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO WHICH THE
PURCHASING BANK HAS SUCCEEDED (AND, IN THE CASE OF A COMMITMENT TRANSFER
SUPPLEMENT COVERING ALL OR