SUBSTANCE
ACCEPTABLE TO AGENT IN ITS PERMITTED DISCRETION.
UPON SUCH EXECUTION, DELIVERY,
ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE DATE DETERMINED PURSUANT
TO SUCH LENDER ADDITION AGREEMENT, (I) THE TRANSFEREE THEREUNDER SHALL BE A
PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH LENDER ADDITION AGREEMENT, HAVE
THE SAME RIGHTS, BENEFITS AND OBLIGATIONS OF A LENDER HEREUNDER, (II) THE
ASSIGNING LENDER SHALL BE RELIEVED OF ITS OBLIGATIONS HEREUNDER WITH RESPECT TO
ITS COMMITMENT OR ASSIGNED PORTION THEREOF, AS THE CASE MAY BE, TO THE EXTENT
THAT SUCH OBLIGATIONS SHALL HAVE BEEN EXPRESSLY ASSUMED BY THE TRANSFEREE
PURSUANT TO SUCH LENDER ADDITION AGREEMENT (AND, IN THE CASE OF A LENDER
ADDITION AGREEMENT COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNING LENDER
SHALL CEASE TO BE A PARTY HERETO BUT SHALL NEVERTHELESS CONTINUE TO BE ENTITLED
TO THE BENEFITS OF SECTIONS 12.6 AND 12.9).
BORROWER HEREBY ACKNOWLEDGES AND
AGREES THAT ANY ASSIGNMENT WILL GIVE RISE TO A DIRECT OBLIGATION OF BORROWER TO
THE TRANSFEREE AND THAT THE TRANSFEREE SHALL BE A "LENDER" HEREUNDER AND UNDER
THE OTHER LOAN DOCUMENTS.
EXCEPT AS PROVIDED IN SECTION 12.4(H), NO LENDER WILL
ASSIGN ALL OR ANY PORTION OF ITS LOANS AND/OR COMMITMENTS UNLESS SUCH LENDER
ALSO ASSIGNS ITS PROPORTIONATE SHARE OF ITS "LOANS" AND/OR "COMMITMENTS" UNDER
(AND AS DEFINED IN) THE TERM LOAN AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 12.4, NO TRANSFEREE SHALL BE ENTITLED TO THE
BENEFITS OF SECTION 13.1 UNLESS SUCH TRANSFEREE IS A "UNITED STATES PERSON" (AS
DEFINED IN SECTION 13.1(F)) OR IS A RESIDENT OF THE UNITED KINGDOM FOR UK TAX
PURPOSES.
(B)
EACH LENDER AT ANY TIME MAY SELL PARTICIPATIONS IN ALL OR ANY PART
OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(INCLUDING ALL OF ITS RIGHTS AND OBLIGATIONS WITH RESPECT TO THE LOANS) TO ONE
OR MORE PERSONS (EACH, A "PARTICIPANT").
IN THE EVENT OF ANY SUCH SALE BY A
LENDER OF A PARTICIPATION TO A PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL REMAIN UNCHANGED, SUCH
LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE THEREOF, SUCH LENDER
SHALL REMAIN THE HOLDER OF ANY SUCH LOAN (AND ANY NOTE EVIDENCING SUCH LOAN) FOR
ALL PURPOSES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND BORROWER AND
AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION
WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
ANY AGREEMENT PURSUANT TO WHICH ANY LENDER SHALL SELL ANY SUCH
PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN THE SOLE RIGHT AND
RESPONSIBILITY TO EXERCISE SUCH LENDER'S RIGHTS AND ENFORCE EACH CREDIT PARTY'S
OBLIGATIONS HEREUNDER, INCLUDING THE RIGHT TO CONSENT TO ANY AMENDMENT,
SUPPLEMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS; PROVIDED, THAT SUCH PARTICIPATION AGREEMENT MAY
PROVIDE THAT SUCH LENDER WILL NOT AGREE, WITHOUT THE CONSENT OF THE