TO THE GRANTING LENDER AND (B) DISCLOSE ON A CONFIDENTIAL
BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS FUNDING OF LOANS TO ANY RATING
AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT
OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
(J)
THE BORROWER SHALL NOT ASSIGN OR DELEGATE ANY OF ITS RIGHTS OR
DUTIES HEREUNDER (OTHER THAN IN A TRANSACTION PERMITTED BY SECTION 6.04) WITHOUT
THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND
EACH LENDER, AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE NULL AND
VOID.
(K)
IF THE BORROWER WISHES TO REPLACE THE LOANS OR COMMITMENTS UNDER
ANY CREDIT FACILITY WITH ONES HAVING DIFFERENT TERMS, IT SHALL HAVE THE OPTION,
WITH THE CONSENT OF THE ADMINISTRATIVE AGENT AND SUBJECT TO AT LEAST THREE
BUSINESS DAYS' ADVANCE NOTICE TO THE LENDERS UNDER SUCH CREDIT FACILITY, INSTEAD
OF PREPAYING THE LOANS OR REDUCING OR TERMINATING THE COMMITMENTS TO BE
REPLACED, TO (I) REQUIRE THE LENDERS UNDER SUCH CREDIT FACILITY TO ASSIGN SUCH
LOANS OR COMMITMENTS TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEES AND (II) AMEND
THE TERMS THEREOF 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 SHALL
BE PURCHASED AT PAR (ALLOCATED AMONG THE LENDERS UNDER SUCH CREDIT 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
BORROWER),
147
ACCOMPANIED BY PAYMENT OF ANY ACCRUED INTEREST AND FEES THEREON AND ANY AMOUNTS
OWING PURSUANT TO SECTION 2.16. BY RECEIVING SUCH PURCHASE PRICE, THE LENDERS
UNDER SUCH CREDIT FACILITY SHALL AUTOMATICALLY BE DEEMED TO HAVE ASSIGNED THE
LOANS OR COMMITMENTS UNDER SUCH CREDIT FACILITY PURSUANT TO THE TERMS OF AN
ASSIGNMENT AND ACCEPTANCE, AND ACCORDINGLY NO OTHER ACTION BY SUCH LENDERS SHALL
BE REQUIRED IN CONNECTION THEREWITH. THE PROVISIONS OF THIS PARAGRAPH ARE
INTENDED TO FACILITATE THE MAINTENANCE OF THE PERFECTION AND PRIORITY OF
EXISTING SECURITY INTERESTS IN THE COLLATERAL DURING ANY SUCH REPLACEMENT.
Section 9.05. Expenses; Indemnity. (a) If the Closing Date occurs, the Borrower
agrees to pay (i) all reasonable documented out-of-pocket expenses (but limited,
as to legal fees and expenses, to those of White & Case LLP, counsel for the
Administrative Agent and the Initial Lenders taken as a whole, and, if
reasonably necessary, of one local counsel in each material jurisdiction)
incurred by the Administrative Agent and the Initial Lenders, in connection with
the syndication of the Credit Facilities and execution, the preparation and
administration of this Agreement and the other Loan Documents or in connection
with any amendments, modifications or waivers of the provisions hereof or
thereof requested by or for the benefit of the Borrower (including, without
limitation, the reasonable fees, disbursements and other charges of one counsel
identified herein (plus one local counsel in each material jurisdiction)) and
(ii) all reasonable out-of-pocket expenses (but limited, as