SUBSTITUTE ANY SUCH PLEDGEE OR
ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
IN ORDER TO FACILITATE SUCH PLEDGE
OR ASSIGNMENT, THE BORROWER HEREBY AGREES THAT, UPON REQUEST OF ANY LENDER AT
ANY TIME AND FROM TIME TO TIME AFTER THE BORROWER HAS MADE ITS INITIAL BORROWING
HEREUNDER, THE BORROWER SHALL PROVIDE TO SUCH LENDER, AT THE BORROWER'S OWN
EXPENSE, A PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF EXHIBIT J-1 OR J-2, AS
THE CASE MAY BE, EVIDENCING THE TERM LOANS AND REVOLVING CREDIT LOANS AND
SWINGLINE LOANS, RESPECTIVELY, OWING TO SUCH LENDER.
(E)
SUBJECT TO SECTION 13.16, THE BORROWER
AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT, SECURED CREDITOR OF SUCH
LENDER OR ASSIGNEE (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND
ALL FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE BORROWER
AND ITS AFFILIATES THAT HAS BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF THE
BORROWER AND ITS AFFILIATES PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN
DELIVERED TO SUCH LENDER BY OR ON BEHALF OF THE BORROWER AND ITS AFFILIATES IN
CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF THE BORROWER AND ITS
AFFILIATES PRIOR TO BECOMING A PARTY TO THIS AGREEMENT.
13.7.
Replacements of Lenders under Certain
Circumstances/Non-Consenting Lenders.
(A)
THE BORROWER SHALL BE PERMITTED TO REPLACE
ANY LENDER THAT (I) REQUESTS REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO
SECTION 2.10, 2.12, 3.5 OR 5.4, (II) IS AFFECTED IN THE MANNER DESCRIBED IN
SECTION 2.10(A)(III) AND AS A RESULT THEREOF ANY OF THE ACTIONS DESCRIBED IN
SUCH SECTION IS REQUIRED TO BE TAKEN OR (III) BECOMES A DEFAULTING LENDER, WITH
A REPLACEMENT BANK OR OTHER FINANCIAL INSTITUTION, PROVIDED THAT (A) SUCH
REPLACEMENT DOES NOT CONFLICT WITH ANY REQUIREMENT OF LAW, (B) NO EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME OF SUCH REPLACEMENT,
(C) THE BORROWER SHALL REPAY (OR THE REPLACEMENT BANK OR INSTITUTION SHALL
PURCHASE, AT PAR) ALL LOANS AND OTHER AMOUNTS (OTHER THAN ANY DISPUTED AMOUNTS),
PURSUANT TO SECTION 2.10, 2.11, 2.12, 3.5 OR 5.4, AS THE CASE MAY BE) OWING TO
SUCH REPLACED LENDER PRIOR TO THE DATE OF REPLACEMENT, (IV) THE REPLACEMENT BANK
OR INSTITUTION, IF NOT ALREADY A LENDER, AND THE TERMS AND CONDITIONS OF SUCH
REPLACEMENT, SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
(D) THE REPLACED LENDER SHALL BE OBLIGATED TO MAKE SUCH REPLACEMENT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 13.6 (PROVIDED THAT THE BORROWER SHALL
BE OBLIGATED TO PAY THE REGISTRATION AND PROCESSING FEE REFERRED TO THEREIN) AND
(E) ANY SUCH REPLACEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF ANY RIGHTS THAT
THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER SHALL HAVE AGAINST
THE REPLACED LENDER.
(B)
IF ANY LENDER (SUCH LENDER, A
"NON-CONSENTING LENDER") HAS FAILED TO CONSENT TO A PROPOSED AMENDMENT, WAIVER,
DISCHARGE OR TERMINATION WHICH PURSUANT TO THE TERMS OF SECTION 13.1 REQUIRES
THE CONSENT OF ALL OF THE LENDERS AFFECTED AND WITH RESPECT TO WHICH THE
REQUIRED LENDERS SHALL HAVE GRANTED THEIR CONSENT, THEN PROVIDED