HAVE ACQUIRED OWNERSHIP RIGHTS
WITH RESPECT TO THE PLEDGED INTEREST THROUGH FORECLOSURE OR OTHERWISE.
(E)
EACH OF THE BORROWER, THE AGENT AND EACH BANK HEREBY CONFIRMS THAT
IT WILL NOT INSTITUTE AGAINST A CONDUIT LENDER OR JOIN ANY OTHER PERSON IN
INSTITUTING AGAINST A CONDUIT LENDER ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING UNDER ANY STATE BANKRUPTCY OR
SIMILAR LAW, FOR ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF THE LATEST
MATURING COMMERCIAL PAPER NOTE ISSUED BY SUCH CONDUIT LENDER; PROVIDED, HOWEVER,
THAT EACH BANK DESIGNATING ANY CONDUIT LENDER HEREBY AGREES TO INDEMNIFY, SAVE
AND HOLD HARMLESS EACH OTHER PARTY HERETO FOR ANY LOSS, COST, DAMAGE OR EXPENSE
ARISING OUT OF ITS INABILITY TO INSTITUTE SUCH A PROCEEDING AGAINST SUCH CONDUIT
LENDER DURING SUCH PERIOD OF FORBEARANCE.
(F)
THE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN
SECTION 10.01, A COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO AND
ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF
THE BANK PARTIES, THE REVOLVING CREDIT LOAN COMMITMENTS OF, THE AMOUNT OF THE
REVOLVING LETTER OF CREDIT ISSUED BY, THE PRINCIPAL AMOUNT OF THE REIMBURSEMENT
OBLIGATIONS OWING TO, AND THE PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH BANK
PARTY FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWER, THE AGENT AND THE BANK PARTIES MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A BANK PARTY HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR
ANY BANK PARTY AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE
PRIOR NOTICE.
(G)
ANY THIRD PARTY FRONTING BANK MAY AT ANY TIME ASSIGN TO ONE OR
MORE BANKS OR OTHER INSTITUTIONS (EACH, AN "ASSIGNEE") MEETING THE DEFINITION OF
A "THIRD PARTY FRONTING BANK" CONTAINED HEREIN, ALL OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND SUCH
ASSIGNEE SHALL ASSUME SUCH RIGHTS AND OBLIGATIONS, PURSUANT TO AN ASSIGNMENT AND
ASSUMPTION IN SUBSTANTIALLY THE FORM OF EXHIBIT C-3 HERETO EXECUTED BY SUCH
ASSIGNEE AND SUCH TRANSFEROR THIRD PARTY FRONTING BANK, WITH (AND SUBJECT TO)
THE SUBSCRIBED CONSENT OF THE AGENT AND THE BORROWER (WHICH SHALL NOT BE
UNREASONABLY WITHHELD
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OR DELAYED); PROVIDED THAT UNDER NO CIRCUMSTANCES MAY THE BORROWER OR ANY OF ITS
AFFILIATES BE AN "ASSIGNEE" HEREUNDER.
UPON EXECUTION AND DELIVERY OF SUCH
INSTRUMENT AND A REVOLVING FRONTING BANK AGREEMENT AND PAYMENT BY SUCH ASSIGNEE
TO SUCH TRANSFEROR THIRD PARTY FRONTING BANK OF AN AMOUNT EQUAL TO THE PURCHASE
PRICE AGREED BETWEEN SUCH TRANSFEROR THIRD PARTY FRONTING BANK AND SUCH
ASSIGNEE, SUCH ASSIGNEE SHALL BE A REVOLVING FRONTING BANK PARTY TO THIS
AGREEMENT AND SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF A REVOLVING FRONTING
BANK AS SET FORTH IN SUCH INSTRUMENT OF ASSUMPTION, AND THE TRANSFEROR THIRD
PARTY FRONTING BANK SHALL BE RELEASED FROM ITS OBLIGATIONS