HEREUNDER FOR
ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
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13.4.
DESIGNATION OF LENDER TO MAKE COMPETITIVE BID
LOANS.
ANY LENDER (EACH A "DESIGNATING LENDER") MAY AT ANY TIME DESIGNATE ONE
OR MORE DESIGNATED LENDERS TO FUND COMPETITIVE BID LOANS WHICH THE DESIGNATING
LENDER IS REQUIRED TO FUND SUBJECT TO THE TERMS OF THIS SECTION 13.4 AND THE
PROVISIONS IN SECTION 13.3 SHALL NOT APPLY TO SUCH DESIGNATION.
NO LENDER SHALL
BE ENTITLED TO MAKE MORE THAN TWO SUCH DESIGNATIONS.
THE PARTIES TO EACH SUCH
DESIGNATION SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT, FOR ITS
ACCEPTANCE, A DESIGNATION AGREEMENT IN THE FORM OF EXHIBIT I.
UPON ITS RECEIPT
OF AN APPROPRIATELY COMPLETED DESIGNATION AGREEMENT EXECUTED BY A DESIGNATING
LENDER AND A DESIGNEE REPRESENTING THAT IT IS A DESIGNATED LENDER, THE
ADMINISTRATIVE AGENT WILL ACCEPT SUCH DESIGNATION AGREEMENT AND GIVE PROMPT
NOTICE THEREOF TO THE BORROWER, WHEREUPON, FROM AND AFTER THE EFFECTIVE DATE
SPECIFIED IN THE DESIGNATION AGREEMENT, THE DESIGNATED LENDER SHALL BECOME A
PARTY TO THIS AGREEMENT WITH A RIGHT TO MAKE COMPETITIVE BID LOANS ON BEHALF OF
ITS DESIGNATING LENDER PURSUANT TO SECTION 2.15 AFTER THE BORROWER HAS ACCEPTED
A COMPETITIVE BID (OR A PORTION THEREOF) OF THE DESIGNATING LENDER.
EACH
DESIGNATING LENDER SHALL SERVE AS THE AGENT FOR THE DESIGNATED LENDER AND SHALL
ON BEHALF OF THE DESIGNATED LENDER GIVE AND RECEIVE ALL COMMUNICATIONS AND
NOTICES AND TAKE ALL ACTIONS HEREUNDER, INCLUDING WITHOUT LIMITATION VOTES,
APPROVALS, WAIVERS, CONSENTS AND AMENDMENTS UNDER OR RELATING TO THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS.
ANY SUCH NOTICE, COMMUNICATIONS, VOTE APPROVAL,
WAIVER, CONSENT OR AMENDMENT SHALL BE SIGNED BY THE DESIGNATING LENDER AS AGENT
FOR THE DESIGNATED LENDER AND SHALL NOT BE SIGNED BY THE DESIGNATED LENDER.
THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY RELY THEREON WITHOUT ANY
REQUIREMENT THAT THE DESIGNATED LENDER SIGN OR ACKNOWLEDGE THE SAME, AND WITHOUT
ANY SPECIFIC DESIGNATION THAT THE DESIGNATING LENDER IS SIGNING IN AN AGENCY
CAPACITY.
THE PARTIES HERETO AGREE NOT TO INSTITUTE OR JOIN ANY OTHER PERSON IN
INSTITUTING AGAINST ANY DESIGNATED LENDER ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING, OR OTHER PROCEEDING UNDER ANY
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, FOR ONE YEAR AND A DAY AFTER THE
FACILITY TERMINATION DATE.
THIS SECTION 13.4 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
13.5.
DISSEMINATION OF INFORMATION.
THE GENERAL PARTNER
AND THE BORROWER AUTHORIZE EACH LENDER TO DISCLOSE ANY AND ALL INFORMATION IN
SUCH LENDER'S POSSESSION CONCERNING THE CREDITWORTHINESS OF THE GENERAL PARTNER,
THE BORROWER AND THEIR SUBSIDIARIES TO ANY PARTICIPANT OR PURCHASER OR ANY OTHER
PERSON ACQUIRING AN INTEREST IN THE LOAN DOCUMENTS BY OPERATION OF LAW (EACH A
"TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE AND ANY SWAP COUNTERPARTY AS
PROSPECTIVE SWAP COUNTERPARTY WITH WHOM A LENDER HAS ENTERED OR IS CONSIDERING
ENTERING INTO A TRANSACTION TO HEDGE SUCH LENDER'S CREDIT RISK IN