of the Borrower owing to such Lender relating to the Loans and
participations held by such Lender as of such termination date.
(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 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, (I) 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,
(II) 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 (III) 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, (I) THE LENDER THAT ACTS AS THE L/C ISSUER MAY NOT BE REPLACED
HEREUNDER AT ANY TIME THAT IT HAS ANY LETTER OF CREDIT OUTSTANDING HEREUNDER
UNLESS ARRANGEMENTS 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 INTO A CASH COLLATERAL ACCOUNT IN AMOUNTS AND PURSUANT TO
ARRANGEMENTS REASONABLY SATISFACTORY TO SUCH L/C ISSUER) HAVE BEEN MADE WITH
RESPECT TO SUCH OUTSTANDING LETTER OF CREDIT AND (II) THE LENDER THAT ACTS AS
THE ADMINISTRATIVE AGENT MAY NOT BE REPLACED HEREUNDER EXCEPT IN ACCORDANCE WITH
THE TERMS OF SECTION 9.09.
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(D)
IN THE EVENT THAT (I) THE BORROWER OR THE
ADMINISTRATIVE AGENT HAS REQUESTED THE LENDERS TO CONSENT TO A DEPARTURE OR
WAIVER OF ANY PROVISIONS OF THE LOAN DOCUMENTS OR TO 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 10.02 OR ALL THE LENDERS WITH RESPECT TO A CERTAIN CLASS OF THE LOANS AND
(III) THE REQUIRED LENDERS, REQUIRED FIRST LIEN LENDERS OR REQUIRED SECOND LIEN
LENDERS, AS APPLICABLE, HAVE AGREED TO SUCH CONSENT, WAIVER OR AMENDMENT, THEN
ANY LENDER WHO IS ENTITLED TO AGREE TO SUCH CONSENT, WAIVER OR AMENDMENT BUT WHO
DOES NOT SO AGREE SHALL BE DEEMED A "NON-CONSENTING LENDER."
3.08
Survival.
All of the Borrower's obligations
under this Article III shall survive the Termination Date.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01
Conditions of Initial