connection with any sale of such Guarantor permitted
hereunder, in which case such release shall be automatic upon such sale) and
(E) releasing any material portion of any collateral securing the Obligations
(other than in connection with any sale of assets or sale of a Subsidiary
permitted hereunder).
(F)
INFORMATION REGARDING THE BORROWER.
ANY LENDER MAY, IN
CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION OR PROPOSED ASSIGNMENT OR
PARTICIPATION PURSUANT TO THIS SECTION 13.01, DISCLOSE TO THE ASSIGNEE OR
PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, ANY INFORMATION RELATING TO THE
BORROWER OR ANY SUBSIDIARY OF THE BORROWER OR ANY OTHER LOAN PARTY FURNISHED TO
SUCH LENDER BY THE ADMINISTRATIVE AGENT OR BY OR ON BEHALF OF THE BORROWER, SUCH
SUBSIDIARY OR SUCH LOAN PARTY; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE, SUCH
ASSIGNEE OR PARTICIPANT, OR PROPOSED ASSIGNEE OR PARTICIPANT, SHALL AGREE TO
PRESERVE IN ACCORDANCE WITH SECTION 13.23 THE CONFIDENTIALITY OF ANY
CONFIDENTIAL INFORMATION DESCRIBED THEREIN.
(G)
PAYMENT TO PARTICIPANTS.
ANYTHING IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, IN THE CASE OF ANY PARTICIPATION, ALL AMOUNTS PAYABLE
BY THE BORROWER UNDER THE LOAN DOCUMENTS SHALL BE CALCULATED AND MADE IN THE
MANNER AND TO THE PARTIES REQUIRED HEREBY AS IF NO SUCH PARTICIPATION HAD BEEN
SOLD.
(H)
LENDERS' CREATION OF SECURITY INTERESTS.
NOTWITHSTANDING ANY
OTHER PROVISION SET FORTH IN THIS AGREEMENT, ANY LENDER MAY AT ANY TIME CREATE A
SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT AND
ITS NOTES (INCLUDING, WITHOUT LIMITATION, OBLIGATIONS OWING TO IT AND THE NOTES
HELD BY IT) IN FAVOR OF ANY FEDERAL RESERVE BANK OF THE FEDERAL RESERVE BOARD
WITHOUT NOTICE TO OR CONSENT OF THE BORROWER OR THE ADMINISTRATIVE AGENT.
13.02
RELATIONS AMONG LENDERS.
EACH LENDER AGREES THAT IT WILL NOT TAKE
ANY ACTION, NOR INSTITUTE ANY ACTIONS OR PROCEEDINGS, AGAINST THE BORROWER OR
ANY OTHER LOAN PARTY WITH RESPECT TO THE OBLIGATIONS, WITHOUT THE PRIOR WRITTEN
CONSENT OF REQUISITE LENDERS.
13.03
REPLACEMENT OF LENDER.
IN THE EVENT THAT A REPLACEMENT EVENT OCCURS
AND IS CONTINUING WITH RESPECT TO ANY LENDER, THE BORROWER MAY DESIGNATE A
REPLACEMENT LENDER TO ASSUME SUCH LENDER'S REVOLVING LOAN COMMITMENT HEREUNDER,
TO PURCHASE THE LOANS AND PARTICIPATIONS OF SUCH LENDER AND SUCH LENDER'S RIGHTS
HEREUNDER, WITHOUT RECOURSE TO OR REPRESENTATION OR WARRANTY BY, OR EXPENSE TO,
SUCH LENDER FOR A PURCHASE PRICE EQUAL TO THE OUTSTANDING PRINCIPAL AMOUNT OF
THE LOANS PAYABLE TO SUCH LENDER PLUS ANY ACCRUED BUT UNPAID INTEREST ON SUCH
LOANS AND ACCRUED BUT UNPAID FEES OWING TO SUCH LENDER, AND UPON SUCH
ASSUMPTION, PURCHASE AND SUBSTITUTION, AND SUBJECT TO THE EXECUTION AND DELIVERY
TO THE ADMINISTRATIVE AGENT BY THE REPLACEMENT LENDER OF DOCUMENTATION
SATISFACTORY TO THE ADMINISTRATIVE AGENT (PURSUANT TO WHICH SUCH REPLACEMENT
LENDER SHALL ASSUME THE OBLIGATIONS
78
of such original Lender under this Agreement), the Replacement Lender shall
succeed to the rights and obligations of such Lender hereunder and such Lender
shall no longer be a party hereto or have any rights hereunder, provided that
the