SUCH PERSON THAT SUCH
INFORMATION IS TO BE TREATED AS CONFIDENTIAL IN ACCORDANCE WITH SECTION 9.11,
DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
REVOLVING LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY
GUARANTEE, SURETY OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH DESIGNATED LENDER.
IN ADDITION, EACH SUCH DESIGNATING LENDER THAT ELECTS TO DESIGNATE AN ELIGIBLE
DESIGNEE AND SUCH ELIGIBLE DESIGNEE BECOMES A DESIGNATED LENDER, (I) SHALL KEEP
A REGISTER FOR THE REGISTRATION RELATING TO EACH SUCH REVOLVING LOAN, SPECIFYING
SUCH DESIGNATED LENDER'S NAME, ADDRESS AND ENTITLEMENT TO PAYMENTS OF PRINCIPAL
AND INTEREST WITH RESPECT TO SUCH REVOLVING LOAN AND EACH TRANSFER THEREOF AND
THE NAME AND ADDRESS OF EACH TRANSFEREES AND (II) SHALL COLLECT, PRIOR TO THE
TIME SUCH DESIGNATED LENDER RECEIVES PAYMENT WITH RESPECT TO SUCH REVOLVING
LOANS FROM EACH SUCH DESIGNATED LENDER, THE APPROPRIATE FORMS, CERTIFICATES, AND
STATEMENTS DESCRIBED IN SECTION 3.5 (AND UPDATED AS REQUIRED BY SECTION 3.5) AS
IF SUCH DESIGNATED LENDER WERE A LENDER UNDER SECTION 3.5.
(II)
EACH PARTY TO THIS AGREEMENT HEREBY AGREES
THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING
AGAINST, ANY DESIGNATED LENDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDING OR
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OTHER PROCEEDINGS UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW FOR ONE
YEAR AND A DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING SENIOR INDEBTEDNESS
OF ANY DESIGNATED LENDER; PROVIDED THAT THE DESIGNATING LENDER FOR EACH
DESIGNATED LENDER HEREBY AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS EACH OTHER
PARTY HERETO FOR ANY LOSS, COST, DAMAGE AND EXPENSE ARISING OUT OF ITS INABILITY
TO INSTITUTE ANY SUCH PROCEEDING AGAINST SUCH DESIGNATED LENDER.
THIS SECTION
12.1.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
12.2.
PARTICIPATIONS.
12.2.1
PERMITTED PARTICIPANTS; EFFECT.
ANY LENDER MAY AT ANY TIME SELL TO ONE
OR MORE BANKS OR OTHER ENTITIES ("PARTICIPANTS") PARTICIPATING INTERESTS IN ANY
OUTSTANDING CREDIT EXPOSURE OF SUCH LENDER, ANY NOTE HELD BY SUCH LENDER, ANY
COMMITMENT OF SUCH LENDER OR ANY OTHER INTEREST OF SUCH LENDER UNDER THE LOAN
DOCUMENTS.
IN THE EVENT OF ANY SUCH SALE BY A LENDER OF PARTICIPATING INTERESTS
TO A PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL
REMAIN UNCHANGED, SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER
PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, SUCH LENDER SHALL REMAIN
THE OWNER OF ITS OUTSTANDING CREDIT EXPOSURE AND THE HOLDER OF ANY NOTE ISSUED
TO IT IN EVIDENCE THEREOF FOR ALL PURPOSES UNDER THE LOAN DOCUMENTS, ALL AMOUNTS
PAYABLE BY THE BORROWER UNDER THIS AGREEMENT SHALL BE DETERMINED AS IF SUCH
LENDER HAD NOT SOLD SUCH PARTICIPATING INTERESTS, AND THE BORROWER AND THE AGENT
SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH
SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
IN ADDITION,
EACH SUCH LENDER THAT SELLS ANY PARTICIPATING INTEREST TO A PARTICIPANT UNDER
THIS SECTION 12.2.1, (I) SHALL KEEP A REGISTER FOR THE REGISTRATION RELATING TO
EACH SUCH PARTICIPATION, SPECIFYING SUCH PARTICIPANT'S NAME,