PRINCIPAL
OF, AND INTEREST ON, ANY LOAN SHALL BE EFFECTIVE, IN EACH CASE UNLESS AND UNTIL
AN ASSIGNMENT AGREEMENT EFFECTING THE ASSIGNMENT OR TRANSFER THEREOF SHALL HAVE
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BEEN ACCEPTED BY ADMINISTRATIVE AGENT AND RECORDED IN THE REGISTER AS PROVIDED
IN SECTION 10.1B.
PRIOR TO SUCH RECORDATION, ALL AMOUNTS OWED WITH RESPECT TO
THE APPLICABLE COMMITMENT OR LOAN SHALL BE OWED TO THE LENDER LISTED IN THE
REGISTER AS THE OWNER THEREOF, AND ANY REQUEST, AUTHORITY OR CONSENT OF ANY
PERSON WHO, AT THE TIME OF MAKING SUCH REQUEST OR GIVING SUCH AUTHORITY OR
CONSENT, IS LISTED IN THE REGISTER AS A LENDER SHALL BE CONCLUSIVE AND BINDING
ON ANY SUBSEQUENT HOLDER, ASSIGNEE OR TRANSFEREE OF THE CORRESPONDING
COMMITMENTS OR LOANS.
COINCIDENT WITH THE DELIVERY OF SUCH AN ASSIGNMENT
AGREEMENT TO ADMINISTRATIVE AGENT FOR ACCEPTANCE AND REGISTRATION OF ASSIGNMENT
OR TRANSFER OF ALL OR PART OF A LOAN, OR AS SOON THEREAFTER AS PRACTICABLE, THE
ASSIGNING OR TRANSFEROR LENDER SHALL SURRENDER THE NOTE (IF ANY) EVIDENCING SUCH
LOAN, AND THEREUPON ONE OR MORE NEW NOTES IN THE SAME AGGREGATE PRINCIPAL AMOUNT
SHALL BE ISSUED TO THE ASSIGNING OR TRANSFEROR LENDER AND/OR THE NEW LENDER AT
THE REQUEST OF ANY SUCH LENDER.
(V)
COMPANY HEREBY DESIGNATES ADMINISTRATIVE AGENT TO SERVE AS ITS
AGENT SOLELY FOR PURPOSES OF MAINTAINING THE REGISTER AS PROVIDED IN THIS
SECTION 2.1D, AND COMPANY HEREBY AGREES THAT, TO THE EXTENT ADMINISTRATIVE AGENT
SERVES IN SUCH CAPACITY, ADMINISTRATIVE AGENT AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND AFFILIATES SHALL CONSTITUTE INDEMNIFIED PERSONS FOR ALL
PURPOSES UNDER SECTION 10.2.
E.
OPTIONAL NOTES.
UPON THE REQUEST OF ANY LENDER MADE THROUGH
ADMINISTRATIVE AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE OR AT
ANY TIME AFTER THE CLOSING DATE, COMPANY SHALL EXECUTE AND DELIVER TO SUCH
LENDER (AND/OR, IF APPLICABLE AND IF SO SPECIFIED IN SUCH NOTICE, TO ANY PERSON
WHO IS AN ASSIGNEE OF SUCH LENDER PURSUANT TO SECTION 10.1) ON THE CLOSING DATE
(OR, IF SUCH NOTICE IS DELIVERED AFTER THE CLOSING DATE, PROMPTLY AFTER
COMPANY'S RECEIPT OF SUCH NOTICE) A PROMISSORY NOTE OR PROMISSORY NOTES TO
EVIDENCE SUCH LENDER'S INITIAL TERM LOANS, REVOLVING LOANS, SWING LINE LOANS OR
INCREMENTAL TERM LOANS, AS THE CASE MAY BE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT IV, EXHIBIT V, EXHIBIT VI OR EXHIBIT VII ANNEXED HERETO, RESPECTIVELY,
WITH APPROPRIATE INSERTIONS.
2.2
Interest on the Loans.
A.
RATE OF INTEREST.
SUBJECT TO THE PROVISIONS OF SECTIONS 2.6 AND
2.7, EACH TERM LOAN AND EACH REVOLVING LOAN SHALL BEAR INTEREST ON THE UNPAID
PRINCIPAL AMOUNT THEREOF FROM THE DATE MADE TO MATURITY (WHETHER BY ACCELERATION
OR OTHERWISE) OF SUCH LOAN AT A RATE DETERMINED BY REFERENCE TO THE BASE RATE OR
LIBOR.
SUBJECT TO THE PROVISIONS OF SECTION 2.7, EACH SWING LINE LOAN SHALL
BEAR INTEREST ON THE UNPAID PRINCIPAL AMOUNT THEREOF FROM THE DATE MADE THROUGH
MATURITY (WHETHER BY ACCELERATION OR OTHERWISE) AT A RATE DETERMINED BY
REFERENCE TO THE BASE RATE.
THE APPLICABLE BASIS FOR DETERMINING THE RATE OF