BEHALF OF THE
BORROWERS, AGREES TO RECORD EACH TERM LOAN B (EACH, A "REGISTERED LOAN") ON THE
REGISTER REFERRED TO IN SECTION 13.1(G).
EACH TERM LOAN B RECORDED ON THE
REGISTER MAY NOT BE EVIDENCED BY PROMISSORY NOTES OTHER THAN REGISTERED NOTES
(AS DEFINED BELOW).
UPON THE REGISTRATION OF EACH TERM LOAN B, EACH BORROWER
AGREES, AT THE REQUEST OF ANY LENDER, TO EXECUTE AND DELIVER TO SUCH LENDER A
PROMISSORY NOTE, IN CONFORMITY WITH THE TERMS OF THIS AGREEMENT, IN REGISTERED
FORM TO EVIDENCE SUCH REGISTERED LOAN, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO SUCH LENDER, AND REGISTERED AS PROVIDED IN SECTION 13.1(G) (A
"REGISTERED NOTE"), PAYABLE TO THE ORDER OF SUCH LENDER AND OTHERWISE DULY
COMPLETED.
ONCE RECORDED ON THE REGISTER, EACH TERM LOAN B MAY NOT BE REMOVED
FROM THE REGISTER SO LONG AS IT OR THEY REMAIN OUTSTANDING,
22
AND A REGISTERED NOTE MAY NOT BE EXCHANGED FOR A PROMISSORY NOTE THAT IS NOT A
REGISTERED NOTE.
2.17.
SECURITIZATION.
EACH BORROWER HEREBY ACKNOWLEDGES
THAT EACH LENDER AND EACH OF ITS AFFILIATES AND RELATED FUNDS MAY SELL OR
SECURITIZE THE TERM LOAN B (A "SECURITIZATION") THROUGH THE PLEDGE OF THE TERM
LOAN B AS COLLATERAL SECURITY FOR LOANS TO SUCH LENDER OR ITS AFFILIATES OR
RELATED FUNDS OR THROUGH THE SALE OF THE TERM LOAN B OR THE ISSUANCE OF DIRECT
OR INDIRECT INTERESTS IN THE TERM LOAN B, WHICH LOANS TO SUCH LENDER OR ITS
AFFILIATES OR RELATED FUNDS OR DIRECT OR INDIRECT INTERESTS WILL BE RATED BY
MOODY'S, S&P OR ONE OR MORE OTHER RATING AGENCIES (THE "RATING AGENCIES").
EACH
BORROWER AGREES TO COOPERATE WITH SUCH LENDERS AND THEIR AFFILIATES AND RELATED
FUNDS TO EFFECT THE SECURITIZATION BY (A) EXECUTING SUCH ADDITIONAL DOCUMENTS,
AS REASONABLY REQUESTED BY SUCH LENDERS IN ORDER TO EFFECT THE SECURITIZATION,
PROVIDED THAT (I) ANY SUCH ADDITIONAL DOCUMENTATION DOES NOT IMPOSE ADDITIONAL
COSTS OR LIABILITIES ON BORROWERS, AND (II) ANY SUCH ADDITIONAL DOCUMENTATION
DOES NOT ADVERSELY AFFECT THE RIGHTS, OR INCREASE THE OBLIGATIONS, OF SUCH
BORROWER UNDER THE LOAN DOCUMENTS OR CHANGE OR AFFECT IN A MANNER ADVERSE TO
SUCH BORROWER THE FINANCIAL TERMS OF THE TERM LOAN B OR ADD MORE RESTRICTIVE
COVENANTS OR DEFAULTS, (B) PROVIDING SUCH WRITTEN INFORMATION AS MAY BE
REASONABLY REQUESTED BY SUCH LENDERS IN CONNECTION WITH THE RATING OF THE TERM
LOAN B OR THE SECURITIZATION, AND (C) PROVIDING IN CONNECTION WITH ANY RATING OF
THE TERM LOAN B A CERTIFICATE (I) AGREEING TO INDEMNIFY SUCH LENDERS AND ANY OF
THEIR AFFILIATES AND RELATED FUNDS, ANY OF THE RATING AGENCIES, OR ANY PARTY
PROVIDING CREDIT SUPPORT OR OTHERWISE PARTICIPATING IN THE SECURITIZATION
(COLLECTIVELY, THE "SECURITIZATION PARTIES") FOR ANY LOSSES, CLAIMS, DAMAGES OR
LIABILITIES (THE "SECURITIZATION LIABILITIES") TO WHICH SUCH LENDERS OR ANY OF
THEIR AFFILIATES OR RELATED FUNDS, OR SUCH SECURITIZATION PARTIES, MAY BECOME
SUBJECT INSOFAR AS THE SECURITIZATION LIABILITIES ARISE OUT OF OR ARE BASED UPON
A BREACH OF THE REPRESENTATION AND WARRANTY CONTAINED IN SECTION 4.18, AND
(II) AGREEING TO REIMBURSE SUCH