OF THE NAMES AND
ADDRESSES OF THE LENDERS AND THE BRIDGE LOAN COMMITMENT OF, AND PRINCIPAL AMOUNT
OF THE LOANS TO, EACH LENDER FROM TIME TO TIME (THE "REGISTER"). THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR, AND THE BORROWERS, THE AGENTS AND THE LENDERS SHALL TREAT EACH PERSON
WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF
THIS AGREEMENT. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS
OR ANY AGENT OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN CLAUSE (B)
ABOVE, THE LOANS (INCLUDING THE NOTES EVIDENCING SUCH LOANS) ARE REGISTERED
OBLIGATIONS AND THE RIGHT, TITLE, AND INTEREST OF THE LENDERS AND THEIR
ASSIGNEES IN AND TO SUCH LOANS SHALL BE TRANSFERABLE ONLY UPON NOTATION OF SUCH
TRANSFER IN THE REGISTER. A NOTE SHALL ONLY EVIDENCE THE LENDER'S OR AN
ASSIGNEE'S RIGHT TITLE AND INTEREST IN AND TO THE RELATED LOAN, AND IN NO EVENT
IS ANY SUCH NOTE TO BE CONSIDERED A BEARER INSTRUMENT OR OBLIGATION. THIS
SECTION 8.07 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 INTERNAL REVENUE CODE AND ANY RELATED REGULATIONS (OR ANY SUCCESSOR
PROVISIONS OF THE INTERNAL REVENUE CODE OR SUCH REGULATIONS).
92
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 LOAN ASSUMED BY IT UNDER THIS
AGREEMENT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF ANY ASSIGNING
LENDER HAS RETAINED A LOAN HEREUNDER UNDER THIS AGREEMENT AND HAS REQUESTED A
REPLACEMENT NOTE, AN AMENDED AND RESTATED NOTE TO THE ORDER OF SUCH ASSIGNING
LENDER IN AN AMOUNT EQUAL TO THE LOAN 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