MUST SPECIFICALLY CONSENT THERETO), THEN IN THE CASE OF ANY
ACTION PURSUANT TO PRECEDING CLAUSE (B) THE REQUIRED LENDERS (DETERMINED AFTER
GIVING EFFECT TO THE PROPOSED ACTION) SHALL SPECIFICALLY CONSENT THERETO,
PROVIDED FURTHER, THAT IN ANY EVENT THE BORROWER SHALL NOT HAVE THE RIGHT TO
REPLACE A LENDER, TERMINATE ITS COMMITMENTS OR REPAY ITS TERM LOANS SOLELY AS A
RESULT OF THE EXERCISE OF SUCH LENDER'S RIGHTS (AND THE WITHHOLDING OF ANY
REQUIRED CONSENT BY SUCH LENDER) PURSUANT TO THE SECOND PROVISO TO SECTION
13.12(A).
13.13.
SURVIVAL.
ALL INDEMNITIES SET FORTH HEREIN INCLUDING, WITHOUT
LIMITATION, IN SECTIONS 2.10, 2.11, 5.04, 12.06 AND 13.01 SHALL SURVIVE THE
EXECUTION, DELIVERY AND TERMINATION OF THIS AGREEMENT AND THE NOTES AND THE
MAKING AND REPAYMENT OF THE OBLIGATIONS.
13.14.
DOMICILE OF TERM LOANS.
EACH LENDER MAY TRANSFER AND CARRY ITS TERM
LOANS AT, TO OR FOR THE ACCOUNT OF ANY OFFICE, SUBSIDIARY OR AFFILIATE OF SUCH
LENDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE
EXTENT THAT A TRANSFER OF TERM LOANS PURSUANT TO THIS SECTION 13.14 WOULD, AT
THE TIME OF SUCH TRANSFER, RESULT IN INCREASED COSTS UNDER SECTION 2.10, 2.11 OR
5.04 FROM THOSE BEING CHARGED BY THE RESPECTIVE LENDER PRIOR TO SUCH TRANSFER,
THEN THE BORROWER SHALL NOT BE OBLIGATED TO PAY SUCH INCREASED COSTS (ALTHOUGH
THE BORROWER SHALL BE OBLIGATED TO PAY ANY OTHER INCREASED COSTS OF THE TYPE
DESCRIBED ABOVE RESULTING FROM CHANGES AFTER THE DATE OF THE RESPECTIVE
TRANSFER).
13.15.
REGISTER.
THE BORROWER HEREBY DESIGNATES THE ADMINISTRATIVE AGENT
TO SERVE AS ITS AGENT, SOLELY FOR PURPOSES OF THIS SECTION 13.15, TO MAINTAIN A
REGISTER (THE "REGISTER") ON WHICH IT WILL RECORD THE COMMITMENTS FROM TIME TO
TIME OF EACH OF THE LENDERS, THE TERM LOANS MADE BY EACH OF THE LENDERS AND EACH
REPAYMENT IN RESPECT OF THE PRINCIPAL AMOUNT OF THE TERM LOANS OF EACH LENDER.
FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY ERROR IN SUCH RECORDATION, SHALL
NOT AFFECT THE BORROWER'S OBLIGATIONS IN RESPECT OF SUCH TERM LOANS.
WITH
RESPECT TO ANY LENDER, THE TRANSFER OF THE COMMITMENTS OF SUCH LENDER AND THE
RIGHTS TO THE PRINCIPAL OF, AND INTEREST ON, ANY TERM LOAN MADE PURSUANT TO SUCH
COMMITMENTS SHALL NOT BE EFFECTIVE UNTIL SUCH TRANSFER IS RECORDED ON THE
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT WITH RESPECT TO OWNERSHIP OF
SUCH COMMITMENTS AND TERM LOANS AND PRIOR TO SUCH RECORDATION ALL AMOUNTS OWING
TO THE TRANSFEROR WITH RESPECT TO SUCH COMMITMENTS AND TERM LOANS SHALL REMAIN
OWING TO THE TRANSFEROR.
THE REGISTRATION OF ASSIGNMENT OR TRANSFER OF ALL OR
PART OF ANY COMMITMENTS AND TERM LOANS SHALL BE RECORDED BY THE ADMINISTRATIVE
AGENT ON THE REGISTER ONLY UPON THE ACCEPTANCE BY THE ADMINISTRATIVE AGENT OF A
PROPERLY EXECUTED AND DELIVERED
110
ASSIGNMENT AND ASSUMPTION AGREEMENT PURSUANT TO SECTION 13.04(B).
COINCIDENT
WITH THE DELIVERY OF SUCH AN ASSIGNMENT AND ASSUMPTION AGREEMENT TO THE
ADMINISTRATIVE AGENT FOR ACCEPTANCE AND REGISTRATION OF ASSIGNMENT OR TRANSFER
OF ALL OR PART OF A TERM LOAN, OR AS