ITS DESIGNATION AGREEMENT AND WITHOUT
REGARD TO THE LIMITATIONS SET FORTH IN THE FIRST SENTENCE OF THIS
SECTION 9.06(C).
(D)
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF
THE BORROWER, MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 9.02 A COPY OF EACH
ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR
THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENT OF,
AND THE PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER FROM TIME TO TIME.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST
ERROR, AND THE BORROWER, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE
OWNER OF THE LOANS AND ANY NOTES EVIDENCING THE LOANS RECORDED THEREIN FOR ALL
PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT OF ANY LOAN, WHETHER OR NOT
EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON APPROPRIATE ENTRIES WITH
RESPECT THERETO BEING MADE IN THE REGISTER (AND EACH NOTE SHALL EXPRESSLY SO
PROVIDE).
ANY ASSIGNMENT OR TRANSFER OF ALL OR PART OF A LOAN EVIDENCED BY A
NOTE SHALL BE REGISTERED ON THE REGISTER ONLY UPON SURRENDER FOR REGISTRATION OF
ASSIGNMENT OR TRANSFER OF THE NOTE EVIDENCING SUCH LOAN, ACCOMPANIED BY A DULY
EXECUTED ASSIGNMENT AND ACCEPTANCE, AND THEREUPON ONE OR MORE NEW NOTES SHALL BE
ISSUED TO THE DESIGNATED ASSIGNEE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND
ACCEPTANCE EXECUTED BY AN ASSIGNOR, AN ASSIGNEE AND ANY OTHER PERSON WHOSE
CONSENT IS REQUIRED BY SECTION 9.06(C), TOGETHER WITH PAYMENT TO THE
ADMINISTRATIVE AGENT OF A REGISTRATION AND PROCESSING FEE OF $4,000, THE
ADMINISTRATIVE AGENT SHALL (I) PROMPTLY ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE
AND (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER ON THE
EFFECTIVE DATE DETERMINED PURSUANT THERETO.
(F)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO
THIS AGREEMENT ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 9.06 CONCERNING
ASSIGNMENTS RELATE ONLY TO ABSOLUTE ASSIGNMENTS AND THAT SUCH PROVISIONS DO NOT
PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS, INCLUDING ANY PLEDGE OR
ASSIGNMENT BY A LENDER TO ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH APPLICABLE
LAW.
(G)
THE BORROWER, UPON RECEIPT OF WRITTEN NOTICE
FROM THE RELEVANT LENDER, AGREES TO ISSUE NOTES TO ANY LENDER REQUIRING NOTES TO
FACILITATE TRANSACTIONS OF THE TYPE DESCRIBED IN PARAGRAPH (F) ABOVE.
(H)
THE BORROWER, EACH LENDER AND THE
ADMINISTRATIVE AGENT 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 LENDER 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