(A) A RECORD OF OWNERSHIP (THE "REGISTER") IN WHICH BORROWER
AGREES TO REGISTER BY BOOK ENTRY THE INTERESTS (INCLUDING ANY RIGHTS TO RECEIVE
PAYMENT HEREUNDER) OF EACH LENDER IN THE LOANS, EACH OF THEIR OBLIGATIONS UNDER
THIS AMENDED AGREEMENT TO PARTICIPATE IN THE LOANS, AND ANY ASSIGNMENT OF ANY
SUCH INTEREST, OBLIGATION OR RIGHT, AND (B) ACCOUNTS IN THE REGISTER IN
ACCORDANCE WITH ITS USUAL PRACTICE IN WHICH IT SHALL RECORD (1) THE NAMES AND
ADDRESSES OF THE LENDER(S) (AND EACH CHANGE THERETO PURSUANT TO SECTION 13.02),
(2) THE TRANCHE B COMMITMENT OF EACH LENDER, (3) THE AMOUNT OF THE LOANS AND
EACH FUNDING OF ANY PARTICIPATION DESCRIBED IN CLAUSE (A) ABOVE, (4) THE AMOUNT
OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR PAID, AND (5) ANY OTHER PAYMENT
RECEIVED AND ITS APPLICATION TO THE LOANS.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AMENDED
AGREEMENT, THE LOANS (INCLUDING ANY NOTE EVIDENCING SUCH LOAN) ARE REGISTERED
OBLIGATIONS, THE RIGHT, TITLE AND INTEREST OF THE LENDER AND ITS ASSIGNEES IN
AND TO SUCH LOANS SHALL BE TRANSFERABLE ONLY UPON NOTATION OF SUCH TRANSFER IN
THE REGISTER AND NO ASSIGNMENT THEREOF SHALL BE EFFECTIVE UNTIL RECORDED
THEREIN.
THIS SECTION 5.07 AND SECTION 13.02 SHALL BE CONSTRUED SO THAT THE
LOANS ARE AT ALL TIMES MAINTAINED IN "REGISTERED FORM" WITHIN THE MEANING OF
SECTIONS 163(F), 871(H)(2) AND 881(C)(2) OF THE CODE AND ANY RELATED REGULATIONS
(AND ANY SUCCESSOR PROVISIONS).
ARTICLE VI
PAYMENTS; COMPUTATIONS
SECTION 6.01.
Making of Payments.
(A)
TO THE EXTENT (I) THAT APPLICABLE INCLUDED RECEIPTS RECEIVED INTO
THE LOCKBOX ACCOUNT DURING ANY FISCAL QUARTER ARE LESS THAN THE TOTAL AMOUNT OF
APPLICABLE INCLUDED RECEIPTS REQUIRED FOR PURPOSES OF CALCULATING THE INTEREST
THAT BORROWER IS REQUIRED TO PAY TO LENDER UNDER SECTION 4.01(A) ON ANY INTEREST
PAYMENT DATE OR (II) BORROWER EXERCISES ITS OPTION TO PAY ANY DEFICIENCY AMOUNT
OUT OF OTHER FUNDS OF BORROWER AND/OR ANY OF ITS SUBSIDIARIES AS DESCRIBED IN
THE LAST SENTENCE OF SECTION 4.01(A), THEN SUCH DEFICIENCY SHALL BE MADE IN
DOLLARS, BY DEPOSIT IN SAME DAY FUNDS BY 3:00 P.M. NEW YORK TIME ON THE DATE THE
INTEREST PAYMENT IS DUE, TO THE LOCKBOX ACCOUNT, FOR THE ACCOUNT OF THE
APPLICABLE LENDING OFFICE(S), OR TO ANY OTHER ACCOUNT DESIGNATED BY THE LENDERS
BY NOTICE TO BORROWER.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
PAYMENT STATED TO BE DUE HEREUNDER OR UNDER ANY NOTE ON A GIVEN DAY IN A
SPECIFIED MONTH SHALL BE MADE OR SHALL END (AS THE CASE MAY BE), (I) IF THERE IS
NO SUCH GIVEN DAY OR CORRESPONDING DAY, ON THE LAST BUSINESS DAY OF SUCH MONTH
OR (II) IF SUCH GIVEN DAY OR CORRESPONDING DAY IS NOT A BUSINESS DAY, ON THE
NEXT SUCCEEDING BUSINESS DAY, UNLESS SUCH NEXT SUCCEEDING BUSINESS DAY FALLS IN
A
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
27
different calendar month, in which case such payment shall be made on the next