BORROWER HEREBY AGREES THAT THE FAILURE OF A LENDER TO
COMPLY WITH THE PROVISIONS OF THIS SECTION 11.15 SHALL NOT RELIEVE THE CREDIT
PARTIES OF ANY OF THEIR OBLIGATIONS TO SUCH LENDER UNDER THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS.
(b)
The Borrower hereby represents and acknowledges that, to the best
of its knowledge, neither any Lender, nor any employees or agents of, or other
persons affiliated with, any Lender, have directly or indirectly made or
provided any statement (oral or written) to the Borrower or to any of its
employees or agents, or other persons affiliated with or related to the Borrower
(or, so far as the Borrower is aware, to any other person), as to the potential
tax consequences of the Transaction.
11.16
LENDER REGISTER.
THE BORROWER HEREBY DESIGNATES THE ADMINISTRATIVE AGENT
TO SERVE AS THE BORROWER'S AGENT, SOLELY FOR PURPOSES OF THIS SECTION 11.16, TO
MAINTAIN A REGISTER (THE "LENDER REGISTER") ON WHICH IT WILL RECORD THE
COMMITMENTS FROM TIME TO TIME OF EACH OF THE LENDERS, THE LOANS MADE BY EACH OF
THE LENDERS AND EACH REPAYMENT IN RESPECT OF THE PRINCIPAL AMOUNT OF THE LOANS
OF EACH OF THE LENDERS.
FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY ERROR IN
SUCH RECORDATION SHALL NOT AFFECT THE BORROWER'S OBLIGATIONS IN RESPECT OF SUCH
LOANS.
WITH RESPECT TO ANY LENDER, THE TRANSFER OF THE COMMITMENTS OR LOANS OF
SUCH LENDER AND THE RIGHTS TO THE PRINCIPAL OF, AND INTEREST ON, SUCH LOANS OR
ANY LOAN MADE PURSUANT TO SUCH COMMITMENTS SHALL NOT BE EFFECTIVE UNTIL SUCH
TRANSFER IS RECORDED ON THE LENDER REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT WITH RESPECT TO OWNERSHIP OF SUCH COMMITMENTS AND LOANS AND PRIOR TO SUCH
RECORDATION ALL AMOUNTS OWING TO THE TRANSFEROR WITH RESPECT TO SUCH COMMITMENTS
AND LOANS SHALL REMAIN OWING TO THE TRANSFEROR.
THE REGISTRATION OF ASSIGNMENT
OR
126
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 11.04(B).
ANY PROVISION OF INCREMENTAL B TERM COMMITMENTS
PURSUANT TO SECTION 1.14 SHALL BE RECORDED BY THE ADMINISTRATIVE AGENT ON THE
LENDER REGISTER ONLY UPON THE ACCEPTANCE OF THE ADMINISTRATIVE AGENT OF A
PROPERLY EXECUTED AND DELIVERED INCREMENTAL B TERM COMMITMENT AGREEMENT.
THE
BORROWER AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND
ALL LOSSES, CLAIMS, DAMAGES AND LIABILITIES OF WHATSOEVER NATURE WHICH MAY BE
IMPOSED ON, ASSERTED AGAINST OR INCURRED BY THE ADMINISTRATIVE AGENT IN
PERFORMING ITS DUTIES UNDER THIS SECTION 11.16 (BUT EXCLUDING SUCH LOSSES,
CLAIMS, LIABILITIES OR LIABILITIES INCURRED BY REASON OF THE ADMINISTRATIVE
AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).
11.17
PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE PATRIOT ACT, THE
LETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON
BEHALF OF ANY LENDER) HEREBY NOTIFY THE BORROWER THAT, PURSUANT TO THE
REQUIREMENTS OF THE PATRIOT ACT,