REGISTER THE
TRANSFER OF ANY PORTION OF ANY BANK'S INTEREST IN THE NOTES, ANY ADVANCES NOT
EVIDENCED BY A NOTE, ANY LETTER OF CREDIT REIMBURSEMENT OBLIGATION OR ANY OTHER
OBLIGATIONS HEREUNDER (COLLECTIVELY, THE "OBLIGATIONS"), AND THE AGENT (OR ITS
DESIGNEE) SHALL RETAIN A COPY OF THE ASSIGNMENT TRANSFERRING THE OBLIGATIONS FOR
THE REGISTRATION OR TRANSFER OF THE OBLIGATIONS, AND SHALL ENTER THE NAMES AND
ADDRESSES OF THE TRANSFEREES OF THE OBLIGATIONS.
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWERS, THE AGENT, THE EURO-AGENT, ANY LOCAL CURRENCY AGENT, THE BANKS AND
THE ISSUING BANKS SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER
AS A BANK OR AN ISSUING BANK, AS APPLICABLE, HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS OR
ANY BANK AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
SOLELY FOR PURPOSES OF THIS SECTION 9.08(C) AND FOR TAX PURPOSES ONLY,
THE AGENT (OR ITS DESIGNEE) SHALL BE THE COMPANY'S AGENT FOR PURPOSES OF
MAINTAINING THE REGISTER AND NOTATIONS OF TRANSFER IN THE REGISTER.
THE
OBLIGATIONS ARE REGISTERED OBLIGATIONS AND THE RIGHT, TITLE AND INTEREST OF ANY
BANK OR ISSUING BANK AND/OR ITS ASSIGNEES IN AND TO SUCH OBLIGATIONS SHALL BE
TRANSFERABLE ONLY
UPON NOTATION OF SUCH TRANSFER IN THE REGISTER (AND EACH NOTE
SHALL EXPRESSLY SO PROVIDE).
THIS SECTION 9.08(C) SHALL BE CONSTRUED SO THAT
THE OBLIGATIONS ARE AT ALL TIMES MAINTAINED IN "REGISTERED FORM" WITHIN THE
MEANING OF SECTIONS 163(F), 871(H)(2) AND 881(C)(2) OF THE INTERNAL REVENUE CODE
AND ANY RELATED TREASURY REGULATIONS.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
BANK AND AN ASSIGNEE REPRESENTING THAT (X) IT IS AN ELIGIBLE ASSIGNEE, AND, (Y)
IN THE CASE OF AN ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER A LOCAL CURRENCY
ADDENDUM, REPRESENTING THAT IT IS (OR ITS AFFILIATE, BRANCH OR AGENCY WHICH WILL
BE THE LOCAL CURRENCY BANK IS) AN ELIGIBLE LOCAL CURRENCY BANK UNDER THE TERMS
OF SUCH LOCAL CURRENCY ADDENDUM, THE AGENT SHALL, IF SUCH ASSIGNMENT AND
ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT C-1
HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF TO THE
BORROWERS.
(E)
EACH BANK MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES IN
ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND, ON A
PERCENTAGE BASIS EQUAL TO THE PERCENTAGE OF THE COMMITMENT SO PARTICIPATED, ANY
APPLICABLE LOCAL CURRENCY ADDENDUM (INCLUDING, WITHOUT LIMITATION, ALL OR A
PORTION OF ITS COMMITMENT AND THE ADVANCES OWING TO IT AND THE LETTER OF CREDIT
PARTICIPATIONS AND NOTE OR NOTES HELD BY IT); PROVIDED, HOWEVER, THAT (I) SUCH
BANK'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS
COMMITMENT TO
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THE BORROWERS HEREUNDER) AND ANY APPLICABLE LOCAL CURRENCY ADDENDUM SHALL REMAIN
UNCHANGED, (II) SUCH BANK SHALL