OR NOTES SUBJECT TO SUCH ASSIGNMENT
AND THE PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) ABOVE, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY (I) ACCEPT SUCH ASSIGNMENT AND ASSUMPTION,
(II) RECORD THE INFORMATION CONTAINED THEREIN AND (III) GIVE NOTICE THEREOF TO
THE LENDERS.
WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF NOTICE, THE
BORROWERS, AT THEIR OWN EXPENSE, SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE
AGENT, IN EXCHANGE FOR THE SURRENDER OF THE ORIGINAL NOTE(S) (A) A NEW NOTE TO
THE ORDER OF SUCH PURCHASING LENDER IN AN AMOUNT EQUAL TO THE AMOUNT OF THE
COMMITMENT ASSUMED AND (B) IF THE ASSIGNING LENDER HAS RETAINED A COMMITMENT, A
NEW NOTE TO THE ORDER OF SUCH ASSIGNOR IN THE AMOUNT EQUAL TO THE COMMITMENT
RETAINED BY IT.
SUCH NEW NOTE(S) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SURRENDERED NOTE(S); SUCH NEW
NOTES SHALL BE DATED THE DATE OF THE SURRENDERED NOTES WHICH THEY REPLACE AND
SHALL OTHERWISE BE IN SUBSTANTIALLY THE FORM OF EXHIBIT A-1 HERETO, WITH RESPECT
TO A REVOLVER NOTE AND EXHIBIT A-2 HERETO, WITH RESPECT TO THE SWING LINE NOTE.
CANCELED NOTES SHALL BE RETURNED TO THE COMPANY.
(F)
EACH LENDER MAY WITHOUT THE CONSENT OF
THE COMPANY OR THE ADMINISTRATIVE AGENT SELL PARTICIPATIONS TO ONE OR MORE BANKS
OR OTHER ENTITIES (EACH A "PARTICIPANT") IN ALL OR ANY PORTION OF ANY LOAN OWING
TO SUCH LENDER, ANY NOTE HELD BY SUCH LENDER, ANY COMMITMENT AND SWING LINE
COMMITMENT OF SUCH LENDER OR ANY OTHER INTEREST OF SUCH LENDER HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS, PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL
REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER
PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH LENDER SHALL
REMAIN THE HOLDER OF ANY SUCH NOTE FOR ALL PURPOSES UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, (IV) THE BORROWERS, THE LENDERS AND THE ADMINISTRATIVE
AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION
WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, (V) IN ANY PROCEEDING UNDER THE BANKRUPTCY CODE SUCH LENDER
SHALL BE, TO THE EXTENT PERMITTED BY LAW, THE SOLE REPRESENTATIVE WITH RESPECT
TO THE OBLIGATIONS HELD IN THE NAME OF SUCH LENDER, WHETHER FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF ANY PARTICIPANT, (VI) SUCH LENDER SHALL RETAIN THE SOLE
RIGHT TO APPROVE, WITHOUT THE CONSENT OF ANY PARTICIPANT, ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE NOTE OR NOTES
HELD BY SUCH LENDER OR ANY OTHER LOAN DOCUMENT, OTHER THAN ANY SUCH AMENDMENT,
MODIFICATION OR WAIVER WITH RESPECT TO ANY LOAN OR COMMITMENT IN WHICH SUCH
PARTICIPANT HAS AN INTEREST THAT FORGIVES PRINCIPAL, INTEREST OR FEES OR REDUCES
THE INTEREST RATE OR FEES PAYABLE WITH RESPECT TO ANY SUCH LOAN OR COMMITMENT,
POSTPONES ANY DATE FIXED FOR ANY REGULARLY SCHEDULED PAYMENT