(THE "LENDER REGISTER") ON OR IN WHICH IT
WILL RECORD THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS FROM
TIME TO TIME OF EACH OF THE LENDERS, THE LOANS MADE TO THE BORROWER BY EACH OF
THE LENDERS AND EACH REPAYMENT AND PREPAYMENT IN RESPECT OF THE PRINCIPAL AMOUNT
OF SUCH LOANS OF EACH SUCH LENDER.
FAILURE TO MAKE ANY SUCH RECORDATION, OR
(ABSENT MANIFEST ERROR) ANY ERROR IN SUCH RECORDATION, SHALL NOT AFFECT THE
BORROWER'S OBLIGATIONS IN RESPECT OF SUCH LOANS.
WITH
83
RESPECT TO ANY LENDER, THE TRANSFER OF THE COMMITMENT OF SUCH LENDER AND THE
RIGHTS TO THE PRINCIPAL OF, AND INTEREST ON, ANY LOAN MADE PURSUANT TO SUCH
COMMITMENT SHALL NOT BE EFFECTIVE UNTIL SUCH TRANSFER IS RECORDED ON THE LENDER
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT WITH RESPECT TO OWNERSHIP OF
SUCH COMMITMENT AND LOANS AND PRIOR TO SUCH RECORDATION ALL AMOUNTS OWING TO THE
TRANSFEROR WITH RESPECT TO SUCH COMMITMENT AND LOANS SHALL REMAIN OWING TO THE
TRANSFEROR.
THE REGISTRATION OF ASSIGNMENT OR TRANSFER OF ALL OR PART OF ANY
COMMITMENTS AND LOANS SHALL BE RECORDED BY THE ADMINISTRATIVE AGENT ON THE
LENDER REGISTER ONLY UPON THE ACCEPTANCE BY THE ADMINISTRATIVE AGENT OF A
PROPERLY EXECUTED AND DELIVERED ASSIGNMENT AGREEMENT PURSUANT TO
SECTION 11.4(C).
THE BORROWER AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT FROM
AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND LIABILITIES OF WHATSOEVER
NATURE THAT MAY BE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY THE
ADMINISTRATIVE AGENT IN PERFORMING ITS DUTIES UNDER THIS SECTION 11.15, EXCEPT
TO THE EXTENT ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
ADMINISTRATIVE AGENT. THE LENDER REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
THE BORROWER OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
SECTION 11.16
GENERAL LIMITATION OF LIABILITY.
NO CLAIM MAY BE MADE BY
THE BORROWER, ANY LENDER, THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY OTHER
PERSON AGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY OTHER LENDER OR
THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF ANY OF
THEM FOR ANY DAMAGES OTHER THAN ACTUAL COMPENSATORY DAMAGES IN RESPECT OF ANY
CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR
RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER
CREDIT DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
THEREWITH; AND THE BORROWER, EACH LENDER, THE ADMINISTRATIVE AGENT AND EACH LC
ISSUER HEREBY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WAIVES,
RELEASES AND AGREES NOT TO SUE OR COUNTERCLAIM UPON ANY SUCH CLAIM FOR ANY
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER
OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.
SECTION 11.17
LIMITATIONS ON LIABILITY OF THE LC ISSUERS.
THE BORROWER
ASSUMES ALL RISKS OF THE ACTS OR OMISSIONS OF ANY BENEFICIARY OR TRANSFEREE OF
ANY LETTER OF CREDIT WITH RESPECT TO ITS USE OF SUCH LETTERS OF CREDIT.
NEITHER
ANY LC