PARTICIPANT,
TO ANY AMENDMENT, SUPPLEMENT, MODIFICATION OR WAIVER TO THE EXTENT RESULTING IN:
(I) ANY REDUCTION IN THE PRINCIPAL AMOUNT, INTEREST RATE OR FEES PAYABLE WITH
RESPECT TO ANY LOAN IN WHICH SUCH PARTICIPANT PARTICIPATES; (II) ANY EXTENSION
OF THE DATE FIXED FOR ANY PAYMENT OF PRINCIPAL, INTEREST OR FEES PAYABLE WITH
RESPECT TO ANY LOAN IN WHICH SUCH PARTICIPANT PARTICIPATES;
58
AND (III) ANY RELEASE OF ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL (OTHER THAN
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS).
THE CREDIT PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE PARTICIPANT UNDER EACH
PARTICIPATION SHALL, SOLELY FOR THE PURPOSES OF SECTIONS 10.5, 12.6 AND 12.9 OF
THIS AGREEMENT, BE CONSIDERED TO BE A "LENDER" HEREUNDER.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 12.4, NO PARTICIPANT SHALL BE
ENTITLED TO THE BENEFITS OF SECTION 13.1 UNLESS SUCH PARTICIPANT IS A "UNITED
STATES PERSON" (AS DEFINED IN SECTION 13.1(F)) OR IS A RESIDENT OF THE UNITED
KINGDOM FOR UK TAX PURPOSES.
(C)
AGENT, ON BEHALF OF BORROWER, SHALL MAINTAIN AT ITS ADDRESS
REFERRED TO IN SECTION 12.7 A COPY OF EACH LENDER ADDITION AGREEMENT DELIVERED
TO IT AND THE REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE
LENDERS AND THE COMMITMENT OF, AND THE PRINCIPAL AMOUNT OF THE LOANS OWING TO,
AND THE NOTES, IF ANY, EVIDENCING SUCH LOANS OWNED BY, EACH LENDER FROM TIME TO
TIME.
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING,
EACH OF THE CREDIT PARTIES, AGENT AND THE LENDERS SHALL TREAT EACH PERSON WHOSE
NAME IS RECORDED IN SUCH REGISTER AS THE OWNER OF THE LOANS, THE NOTES AND THE
COMMITMENTS RECORDED THEREIN FOR ALL PURPOSES OF THIS AGREEMENT.
THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY BORROWER OR ANY LENDER AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO
ASSIGNMENT UNDER SECTION 12.4(A) OF ANY RIGHTS OR OBLIGATIONS UNDER OR IN
RESPECT OF THE LOANS OR THE NOTES EVIDENCING SUCH LOANS SHALL BE EFFECTIVE
UNLESS AND UNTIL (I) AGENT SHALL HAVE RECORDED THE ASSIGNMENT PURSUANT TO
SECTION 12.4(C) AND (II) THE ASSIGNOR LENDER OR THE TRANSFEREE HAS PAID TO AGENT
A PROCESSING FEE (NOT AT THE EXPENSE OF ANY CREDIT PARTY) IN THE AMOUNT OF
$3,500 (PROVIDED NO SUCH PROCESSING FEE SHALL BE REQUIRED TO BE PAID IN
CONNECTION WITH AN ASSIGNMENT BY A LENDER TO ANOTHER LENDER, AN ELIGIBLE
ASSIGNEE THAT IS AN AFFILIATE OF SUCH LENDER OR A RELATED FUND OF SUCH LENDER).
UPON ITS RECEIPT OF A LENDER ADDITION AGREEMENT EXECUTED BY AN ASSIGNING LENDER
AND AN TRANSFEREE, AGENT SHALL (I) PROMPTLY ACCEPT SUCH LENDER ADDITION
AGREEMENT AND (II) ON THE EFFECTIVE DATE DETERMINED PURSUANT THERETO RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER AND GIVE PROMPT NOTICE OF SUCH
ACCEPTANCE AND RECORDATION TO THE LENDERS AND BORROWER.
ON OR PRIOR TO SUCH
EFFECTIVE DATE, THE ASSIGNING LENDER SHALL SURRENDER ANY OUTSTANDING NOTES HELD