THE SPECIFIED FOREIGN
CURRENCY PARTICIPATION OF THE RESPECTIVE ASSIGNOR AND (Z) NO SUCH TRANSFER OR
ASSIGNMENT WILL BE EFFECTIVE UNTIL RECORDED BY THE ADMINISTRATIVE AGENT ON THE
REGISTER PURSUANT TO SECTION 13.15.
TO THE EXTENT OF ANY ASSIGNMENT PURSUANT TO
THIS SECTION 13.04(B), THE ASSIGNING LENDER SHALL BE RELIEVED OF ITS OBLIGATIONS
HEREUNDER WITH RESPECT TO ITS ASSIGNED COMMITMENTS AND OUTSTANDING REVOLVING
LOANS.
AT THE TIME OF EACH ASSIGNMENT PURSUANT TO THIS SECTION 13.04(B) TO A
PERSON WHICH IS NOT ALREADY A LENDER HEREUNDER AND WHICH IS NOT A UNITED STATES
PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE CODE) FOR FEDERAL
INCOME TAX PURPOSES, THE RESPECTIVE ASSIGNEE LENDER SHALL, TO THE EXTENT LEGALLY
ENTITLED TO DO SO, PROVIDE TO HOLDINGS AND THE ADMINISTRATIVE AGENT THE
APPROPRIATE INTERNAL REVENUE SERVICE FORMS (AND, IF APPLICABLE, A
SECTION 5.04(B)(II) CERTIFICATE) DESCRIBED IN SECTION 5.04(B).
IN ADDITION, AT
THE TIME OF EACH ASSIGNMENT PURSUANT TO THIS SECTION 13.04(B) TO A PERSON WHICH
IS NOT ALREADY A LENDER HEREUNDER, THE RESPECTIVE ASSIGNEE LENDER SHALL, TO THE
EXTENT LEGALLY ENTITLED TO DO SO AND AT THE REASONABLE REQUEST OF HOLDINGS, FILE
ANY CERTIFICATE OR DOCUMENT OR FURNISH TO THE RELEVANT BORROWER AND THE
ADMINISTRATIVE AGENT, SUCH CERTIFICATE OR DOCUMENT THAT MAY BE NECESSARY TO
ESTABLISH ANY AVAILABLE EXEMPTION FROM, OR REDUCTION OF, ANY TAXES, AS DESCRIBED
IN SECTION 5.04(C).
TO THE EXTENT THAT AN ASSIGNMENT OF ALL OR ANY PORTION OF A
LENDER'S COMMITMENTS AND RELATED OUTSTANDING OBLIGATIONS PURSUANT TO
SECTION 2.13 OR THIS SECTION 13.04(B) WOULD, AT THE TIME OF SUCH ASSIGNMENT,
RESULT IN INCREASED COSTS UNDER SECTION 2.10 OR 3.06 FROM THOSE BEING CHARGED BY
THE RESPECTIVE ASSIGNING LENDER PRIOR TO SUCH ASSIGNMENT, THEN THE BORROWERS
SHALL NOT BE OBLIGATED TO PAY SUCH INCREASED COSTS (ALTHOUGH THE BORROWERS, IN
ACCORDANCE WITH AND PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT, SHALL BE
OBLIGATED TO PAY ANY OTHER INCREASED COSTS OF THE TYPE DESCRIBED ABOVE RESULTING
FROM CHANGES AFTER THE DATE OF THE RESPECTIVE ASSIGNMENT).
A LENDER MAY ONLY
ASSIGN ALL OR A PORTION OF ITS COMMITMENTS HEREUNDER IF THAT ASSIGNMENT WOULD
RESULT IN AT LEAST TWO LENDERS UNDER THIS AGREEMENT.
(C)
NOTHING IN THIS AGREEMENT SHALL PREVENT OR PROHIBIT ANY LENDER
FROM PLEDGING ITS LOANS AND NOTES HEREUNDER TO A FEDERAL RESERVE BANK IN SUPPORT
OF BORROWINGS MADE BY SUCH LENDER FROM SUCH FEDERAL RESERVE BANK AND, WITH PRIOR
NOTIFICATION TO THE ADMINISTRATIVE AGENT (BUT WITHOUT THE CONSENT OF THE
ADMINISTRATIVE AGENT OR HOLDINGS), ANY LENDER WHICH IS A FUND MAY PLEDGE ALL OR
ANY PORTION OF ITS LOANS AND NOTES TO ITS TRUSTEE OR TO A COLLATERAL AGENT
PROVIDING CREDIT OR CREDIT SUPPORT TO SUCH LENDER IN SUPPORT OF ITS OBLIGATIONS
TO
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SUCH TRUSTEE, SUCH COLLATERAL AGENT OR A HOLDER OF SUCH OBLIGATIONS, AS THE CASE
MAY BE.
NO PLEDGE PURSUANT TO THIS CLAUSE (C) SHALL RELEASE THE TRANSFEROR
LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER.
(D)
ANY LENDER WHICH ASSIGNS ALL OF ITS COMMITMENTS AND/OR REVOLVING