LOAN AND ANY TERM NOTES EVIDENCING SUCH TERM LOAN RECORDED THEREIN FOR
ALL PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT OF ANY TERM LOAN, WHETHER OR NOT
EVIDENCED BY A TERM NOTE, SHALL BE EFFECTIVE ONLY UPON APPROPRIATE ENTRIES WITH
RESPECT THERETO BEING MADE IN THE REGISTER.
ANY ASSIGNMENT OF ALL OR PART OF A
TERM LOAN EVIDENCED BY A TERM NOTE SHALL BE REGISTERED ON THE REGISTER ONLY UPON
SURRENDER FOR REGISTRATION OF ASSIGNMENT OF THE TERM NOTE EVIDENCING SUCH TERM
LOAN, ACCOMPANIED BY A DULY EXECUTED ASSIGNMENT AND ACCEPTANCE; THEREUPON ONE OR
MORE NEW TERM NOTES IN THE SAME AGGREGATE PRINCIPAL AMOUNT SHALL BE ISSUED TO
THE ASSIGNING LENDER AND/OR THE DESIGNATED ELIGIBLE ASSIGNEE (AS APPLICABLE),
AND THE OLD TERM NOTES SHALL BE RETURNED BY THE AGENT TO THE BORROWERS MARKED
"CANCELED."
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS OR
ANY LENDER (WITH RESPECT TO ANY ENTRY RELATING
86
TO SUCH LENDER'S TERM LOAN) AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
THE REGISTER SHALL BE TREATED, SOLELY FOR PURPOSES OF
TREASURY REGULATION SECTION 5F.103-1(C) (WHICH RELATES TO WHETHER AN OBLIGATION
IS IN REGISTERED FORM FOR PURPOSES OF CLAIMING EXEMPTION FROM U.S. FEDERAL
WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF THE CODE WITH RESPECT TO
PAYMENTS OF "PORTFOLIO INTEREST" RECEIVED BY A NON-U.S. LENDER), AS BEING
MAINTAINED BY THE AGENT AS AGENT FOR THE BORROWERS; PROVIDED THAT THE AGENT
SHALL HAVE NO DUTY OR OBLIGATION WHATSOEVER TO OR FOR THE BENEFIT OF THE
BORROWERS IN CONNECTION WITH SUCH MATTER.
(E)
IMMEDIATELY UPON SATISFACTION OF THE REQUIREMENTS OF
SECTION 13.3(A) AND SECTION 13.3(D), THIS AGREEMENT SHALL BE DEEMED TO BE
AMENDED TO THE EXTENT, BUT ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION
OF THE ASSIGNEE AND THE RESULTING ADJUSTMENT OF THE COMMITMENTS ARISING
THEREFROM.
THE COMMITMENT ALLOCATED TO EACH ASSIGNEE SHALL REDUCE SUCH
COMMITMENTS OF THE ASSIGNING LENDER PRO TANTO.
(F)
ANY LENDER MAY AT ANY TIME SELL TO ONE OR MORE COMMERCIAL BANKS,
FINANCIAL INSTITUTIONS, OR OTHER PERSONS (A "PARTICIPANT") PARTICIPATING
INTERESTS IN ANY TERM LOAN, THE COMMITMENT OF THAT LENDER, AND THE OTHER
INTERESTS OF THAT LENDER (THE "ORIGINATING LENDER") HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS; PROVIDED THAT (I) THE ORIGINATING LENDER'S OBLIGATIONS
UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED (INCLUDING THE OBLIGATIONS PURSUANT
TO SCHEDULE 3.1-A AND SCHEDULE 3.1-B), (II) THE ORIGINATING LENDER SHALL REMAIN
SOLELY RESPONSIBLE FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE OBLIGORS
AND THE AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE ORIGINATING
LENDER IN CONNECTION WITH THE ORIGINATING LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
(IV) NO LENDER SHALL TRANSFER OR
GRANT ANY PARTICIPATING INTEREST UNDER WHICH THE PARTICIPANT HAS RIGHTS TO
APPROVE ANY AMENDMENT TO, OR ANY CONSENT OR WAIVER WITH RESPECT TO, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT,
(V) ALL AMOUNTS PAYABLE BY THE OBLIGORS
HEREUNDER SHALL BE DETERMINED AS IF SUCH LENDER HAD NOT SOLD SUCH PARTICIPATION,
AND (VI)