MEANING OF SECTIONS 163(F), 871(H)(2) AND
881(C)(2) OF THE INTERNAL REVENUE CODE AND ANY RELATED REGULATIONS (OR ANY
SUCCESSOR PROVISIONS OF THE INTERNAL REVENUE CODE OR SUCH REGULATIONS).
SOLELY
FOR PURPOSES OF THIS AND FOR TAX PURPOSES ONLY, THE ADMINISTRATIVE AGENT SHALL
ACT AS EACH BORROWER'S AGENT FOR PURPOSES OF MAINTAINING SUCH NOTATIONS OF
TRANSFER IN THE REGISTER.
(F)
UPON ITS RECEIPT OF AN ASSIGNMENT AND
ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, TOGETHER WITH ANY
NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL, IF
SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE
FORM OF EXHIBIT C HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD
THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE
THEREOF TO BMCA AND EACH OTHER AGENT.
IN THE CASE OF ANY ASSIGNMENT BY A
LENDER, WITHIN FIVE BUSINESS DAYS AFTER ITS RECEIPT OF SUCH NOTICE, THE
BORROWERS, AT THEIR OWN EXPENSE, SHALL, IF REQUESTED BY THE ASSIGNEE, EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT IN EXCHANGE FOR THE SURRENDERED NOTE OR
NOTES AN AMENDED AND RESTATED NOTE (WHICH SHALL BE MARKED "AMENDED AND
RESTATED") TO THE ORDER OF SUCH ELIGIBLE ASSIGNEE IN AN AMOUNT EQUAL TO THE TERM
LOAN COMMITMENT ASSUMED BY IT UNDER EACH FACILITY PURSUANT TO SUCH ASSIGNMENT
AND ACCEPTANCE AND, IF ANY ASSIGNING LENDER HAS RETAINED A TERM LOAN COMMITMENT
HEREUNDER UNDER SUCH FACILITY AND HAS
99
REQUESTED A REPLACEMENT NOTE, AN AMENDED AND RESTATED NOTE TO THE ORDER OF SUCH
ASSIGNING LENDER IN AN AMOUNT EQUAL TO THE TERM LOAN COMMITMENT RETAINED BY IT
HEREUNDER.
SUCH AMENDED AND RESTATED NOTE OR NOTES SHALL BE IN AN AGGREGATE
PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SURRENDERED
NOTE OR NOTES, SHALL BE DATED THE EFFECTIVE DATE OF SUCH ASSIGNMENT AND
ACCEPTANCE AND SHALL OTHERWISE BE IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO.
(G)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE
OR MORE PERSONS (OTHER THAN ANY LOAN PARTY OR ANY OF ITS AFFILIATES) IN OR TO
ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING
ALL OR A PORTION OF ITS TERM LOAN COMMITMENTS, THE TERM LOAN ADVANCES OWING TO
IT AND THE NOTE OR NOTES (IF ANY) HELD BY IT); PROVIDED, HOWEVER, THAT (I) SUCH
LENDER'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ITS TERM LOAN COMMITMENTS)
SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE
OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH LENDER
SHALL REMAIN THE HOLDER OF ANY SUCH NOTE FOR ALL PURPOSES OF THIS AGREEMENT,
(IV) THE BORROWERS, THE AGENTS AND THE OTHER LENDERS SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND (V) NO PARTICIPANT UNDER ANY SUCH
PARTICIPATION SHALL HAVE ANY RIGHT TO APPROVE ANY AMENDMENT OR WAIVER OF ANY
PROVISION OF ANY LOAN DOCUMENT, OR ANY CONSENT TO ANY DEPARTURE BY ANY LOAN
PARTY THEREFROM, EXCEPT