OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 3.01, SUCH
ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS AND (B)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A LENDER BECOMING A
NON-CONSENTING LENDER, THE APPLICABLE ELIGIBLE ASSIGNEES SHALL HAVE AGREED TO
THE APPLICABLE DEPARTURE, WAIVER OR AMENDMENT OF THE LOAN DOCUMENTS.
(B)
ANY LENDER BEING REPLACED PURSUANT TO SECTION
3.07(A) ABOVE SHALL (I) EXECUTE AND DELIVER AN ASSIGNMENT AND ASSUMPTION WITH
RESPECT TO SUCH LENDER'S COMMITMENT AND OUTSTANDING LOANS, POST-FIRST AMENDMENT
AND RESTATEMENT CREDIT-LINKED DEPOSITS AND PARTICIPATIONS IN L/C OBLIGATIONS AND
SWING LINE LOANS, AND (II) DELIVER ANY NOTES EVIDENCING SUCH LOANS TO THE
BORROWER OR ADMINISTRATIVE AGENT.
PURSUANT TO SUCH ASSIGNMENT AND ASSUMPTION,
(A) THE ASSIGNEE LENDER SHALL ACQUIRE ALL OR A PORTION, AS THE CASE MAY BE, OF
THE ASSIGNING LENDER'S COMMITMENT AND OUTSTANDING LOANS AND PARTICIPATIONS IN
L/C OBLIGATIONS AND SWING LINE LOANS, (B) ALL OBLIGATIONS OF THE BORROWER OWING
TO THE ASSIGNING LENDER RELATING TO THE LOANS AND PARTICIPATIONS SO ASSIGNED
SHALL BE PAID IN FULL BY THE ASSIGNEE LENDER TO SUCH ASSIGNING LENDER
CONCURRENTLY WITH SUCH ASSIGNMENT AND ASSUMPTION AND (C) UPON SUCH PAYMENT AND,
IF SO REQUESTED BY THE ASSIGNEE LENDER, DELIVERY TO THE ASSIGNEE LENDER OF THE
APPROPRIATE NOTE OR NOTES EXECUTED BY THE BORROWER, THE ASSIGNEE LENDER SHALL
BECOME A LENDER HEREUNDER AND THE ASSIGNING LENDER SHALL CEASE TO CONSTITUTE A
LENDER HEREUNDER WITH RESPECT TO SUCH ASSIGNED LOANS, COMMITMENTS AND
PARTICIPATIONS, EXCEPT WITH RESPECT TO INDEMNIFICATION PROVISIONS UNDER THIS
AGREEMENT, WHICH SHALL SURVIVE AS TO SUCH ASSIGNING LENDER.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
ABOVE, ANY LENDER THAT ACTS AS AN L/C ISSUER MAY NOT BE REPLACED HEREUNDER AT
ANY TIME THAT IT HAS ANY LETTER OF CREDIT OUTSTANDING HEREUNDER UNLESS
ARRANGEMENTS REASONABLY SATISFACTORY TO SUCH L/C ISSUER (INCLUDING THE
FURNISHING OF A BACK-UP STANDBY LETTER OF CREDIT IN FORM AND SUBSTANCE, AND
ISSUED BY AN ISSUER REASONABLY SATISFACTORY TO SUCH L/C ISSUER OR THE DEPOSITING
OF CASH COLLATERAL
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INTO A CASH COLLATERAL ACCOUNT IN AMOUNTS AND PURSUANT TO ARRANGEMENTS
REASONABLY SATISFACTORY TO SUCH L/C ISSUER) HAVE BEEN MADE WITH RESPECT TO EACH
SUCH OUTSTANDING LETTER OF CREDIT AND THE LENDER THAT ACTS AS THE ADMINISTRATIVE
AGENT MAY NOT BE REPLACED HEREUNDER EXCEPT IN ACCORDANCE WITH THE TERMS OF
SECTION 9.09.
(D)
IN THE EVENT THAT (I) THE BORROWER OR THE
ADMINISTRATIVE AGENT HAS REQUESTED THAT THE LENDERS CONSENT TO A DEPARTURE OR
WAIVER OF ANY PROVISIONS OF THE LOAN DOCUMENTS OR AGREE TO ANY AMENDMENT
THERETO, (II) THE CONSENT, WAIVER OR AMENDMENT IN QUESTION REQUIRES THE
AGREEMENT OF ALL AFFECTED LENDERS IN ACCORDANCE WITH THE TERMS OF SECTION 10.01
OR ALL THE LENDERS WITH RESPECT TO A CERTAIN CLASS OF THE LOANS AND (III) THE
REQUIRED LENDERS HAVE AGREED TO SUCH CONSENT, WAIVER OR AMENDMENT, THEN ANY
LENDER WHO DOES NOT AGREE TO SUCH CONSENT, WAIVER OR AMENDMENT SHALL BE DEEMED A
"NON-CONSENTING LENDER."
SECTION 3.08
Survival.
All of the Borrower's