LENDER SHALL ACT AS ADMINISTRATIVE AGENT FOR ITS DESIGNATED LENDER AND GIVE AND
RECEIVE NOTICES AND COMMUNICATIONS HEREUNDER.
ANY PAYMENTS FOR THE ACCOUNT OF
ANY DESIGNATED LENDER SHALL BE PAID TO ITS DESIGNATING LENDER AS ADMINISTRATIVE
AGENT FOR SUCH DESIGNATED LENDER AND NEITHER THE BORROWER NOR THE AGENT SHALL BE
RESPONSIBLE FOR ANY DESIGNATING LENDER'S APPLICATION OF SUCH
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PAYMENTS.
IN ADDITION, ANY DESIGNATED LENDER MAY (1) WITH NOTICE TO, BUT
WITHOUT THE CONSENT OF THE BORROWER OR THE AGENT, ASSIGN ALL OR PORTIONS OF ITS
INTERESTS IN ANY REVOLVING LOANS TO ITS DESIGNATING LENDER OR TO ANY FINANCIAL
INSTITUTION CONSENTED TO BY THE AGENT AND, SO LONG AS NO DEFAULT SHALL BE
CONTINUING, THE BORROWER, PROVIDING LIQUIDITY AND/OR CREDIT FACILITIES TO OR FOR
THE ACCOUNT OF SUCH DESIGNATED LENDER AND (2) SUBJECT TO ADVISING ANY 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 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