BY ANY
LENDER, THE BORROWER SHALL EXECUTE AND DELIVER TO SUCH LENDER ON SUCH INTEREST
PAYMENT DATE A TERM NOTE DATED SUCH INTEREST PAYMENT DATE SUBSTANTIALLY IN THE
FORM OF EXHIBIT D-2 HERETO IN A PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S PRO RATA
PORTION OF SUCH PIK INTEREST AMOUNT AND WITH OTHER APPROPRIATE INSERTIONS (EACH
A "SUBSEQUENT TERM NOTE" AND, TOGETHER WITH THE ORIGINAL TERM NOTES, THE "TERM
NOTES").
A SUBSEQUENT TERM NOTE SHALL BEAR INTEREST FROM THE DATE OF ITS
ISSUANCE AT THE SAME RATE BORNE BY ALL TERM NOTES AT THE DATE OF ISSUANCE AND
FROM TIME TO TIME THEREAFTER.
(III)
ON OR PRIOR TO THE EFFECTIVE DATE OF ANY ASSIGNMENT AND
ACCEPTANCE, THE ASSIGNING LENDER SHALL SURRENDER ANY OUTSTANDING LOAN NOTES HELD
BY IT ALL OR A PORTION OF WHICH ARE BEING ASSIGNED, AND THE BORROWER, AT ITS OWN
EXPENSE, SHALL, UPON A REQUEST TO THE ADMINISTRATIVE AGENT BY THE ASSIGNING
LENDER OR THE ASSIGNEE, AS APPLICABLE, EXECUTE AND DELIVER TO THE ADMINISTRATIVE
AGENT (IN EXCHANGE FOR OUTSTANDING LOAN NOTES OF THE
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assigning Lender, if any) a new Loan Note to the order of such Assignee in an
amount equal to the amount of such Assignee's Loans after giving effect to such
Assignment and Acceptance and, if the assigning Lender has retained a Loan
hereunder, a new Loan Note, to the order of the assigning Lender in an amount
equal to the amount of such Lender's Loans after giving effect to such
Assignment and Acceptance.
Any such new Loan Notes shall be dated the Closing
Date and shall otherwise be in the form of the Loan Note replaced thereby.
Any
Loan Notes surrendered by the assigning Lender shall be returned by the
Administrative Agent to the Borrower marked "cancelled."
(F)
NOTWITHSTANDING THE FOREGOING, ANY CONDUIT LENDER MAY ASSIGN ANY
OR ALL OF THE LOANS IT MAY HAVE FUNDED HEREUNDER TO ITS DESIGNATING LENDER
WITHOUT THE CONSENT OF THE BORROWER OR THE ADMINISTRATIVE AGENT AND WITHOUT
REGARD TO THE LIMITATIONS SET FORTH IN SECTION 10.6(B).
EACH OF 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 SUCH PERIOD OF FORBEARANCE.
10.7
Adjustments; Set-off.
(a)
If any Lender (a "Benefitted Lender")
shall at any time receive any payment of all or part of its Loans or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or