THE CASE MAY BE,
SHALL PROVIDE TO SUCH LENDER, AT THE BORROWER'S OWN EXPENSE, A PROMISSORY NOTE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT I-1, I-2, I-3, I-4, I-5, I-6 OR I-7, AS THE
CASE MAY BE, EVIDENCING 2013 TERM LOANS, 2015 TERM LOANS, 2017 TERM LOANS,
INCREMENTAL TERM LOANS, 2011 REVOLVING CREDIT LOANS AND SWINGLINE LOANS, 2013
REVOLVING CREDIT LOANS AND SWINGLINE LOANS AND
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ADDITIONAL/REPLACEMENT 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 THE BORROWER
SHALL BE PERMITTED TO REPLACE ANY LENDER (OR ANY PARTICIPANT) THAT (A) REQUESTS
REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO SECTION 2.10, 2.11, 3.5 OR 5.4,
(B) 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
(C) BECOMES A DEFAULTING LENDER, WITH A REPLACEMENT BANK OR OTHER FINANCIAL
INSTITUTION; PROVIDED, THAT (I) SUCH REPLACEMENT DOES NOT CONFLICT WITH ANY
APPLICABLE LAW, (II) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
AT THE TIME OF SUCH REPLACEMENT, (III) 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, 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, (V) THE REPLACED LENDER SHALL BE
OBLIGATED TO MAKE SUCH REPLACEMENT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 13.6 AND (VI) 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 OR THAT THE REPLACED LENDER SHALL HAVE AGAINST
THE BORROWER AND THE OTHER PARTIES FOR INDEMNITY, CONTRIBUTION, PAYMENT OF
DISPUTED AND OTHER UNPAID AMOUNTS AND OTHERWISE.
(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 NO DEFAULT OR EVENT OF DEFAULT THEN