HEREIN SHALL PROHIBIT ANY LENDER FROM PLEDGING OR
ASSIGNING ALL OR ANY PORTION OF ITS LOANS TO ANY FEDERAL RESERVE BANK IN
ACCORDANCE WITH APPLICABLE LAW.
IN ORDER TO FACILITATE SUCH PLEDGE OR
ASSIGNMENT, THE BORROWERS HEREBY AGREE THAT, UPON REQUEST OF ANY LENDER AT ANY
TIME AND FROM TIME TO TIME AFTER SUCH BORROWER HAS MADE ITS INITIAL BORROWING
HEREUNDER, SUCH BORROWER SHALL PROVIDE TO SUCH LENDER, AT SUCH BORROWER'S OWN
EXPENSE, A PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF EXHIBIT I EVIDENCING
THE REVOLVING CREDIT LOANS, TERM LOANS AND/OR CANADIAN REVOLVING CREDIT
BORROWINGS (OTHER THAN BAS) OWING BY SUCH BORROWER TO SUCH LENDER (A "NOTE").
EACH LENDER AGREES THAT ANY NOTE REQUESTED FROM A BORROWER INCORPORATED IN
IRELAND SHALL NOT BE VALID AND BINDING ON SUCH
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BORROWER UNLESS IT IS PROPERLY STAMPED WITH THE APPROPRIATE RATE OF STAMP DUTY,
AND SUCH STAMP IS DULY CANCELLED, PRIOR TO EXECUTION BY SUCH BORROWER.
(E)
ON OR PRIOR TO THE EFFECTIVE DATE OF AN ASSIGNMENT, THE ASSIGNING
LENDER SHALL SURRENDER ANY OUTSTANDING NOTES HELD BY IT ALL OR A PORTION OF
WHICH ARE BEING ASSIGNED, AND THE APPLICABLE BORROWER SHALL, UPON THE REQUEST TO
THE AGENT MADE AT THE TIME OF SUCH ASSIGNMENT BY THE ASSIGNING LENDER OR THE
ASSIGNEE, AS APPLICABLE, EXECUTE AND DELIVER TO THE AGENT (IN EXCHANGE FOR THE
OUTSTANDING NOTES OF THE ASSIGNING LENDER) A NEW NOTE TO THE ORDER OF SUCH
ASSIGNEE IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH ASSIGNEE'S LOAN AND, IF
APPLICABLE, A NEW NOTE TO THE ORDER OF THE ASSIGNING LENDER IN AN AMOUNT EQUAL
TO THE LOAN RETAINED BY SUCH LENDER.
ANY SUCH NEW NOTES SHALL BE DATED THE
CLOSING DATE AND SHALL OTHERWISE BE IN THE FORM OF THE NOTE REPLACED THEREBY.
ANY NOTES SURRENDERED BY THE ASSIGNING LENDER SHALL BE RETURNED BY THE AGENT TO
THE APPLICABLE 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 ANY BORROWER OR THE AGENT AND WITHOUT REGARD TO THE
LIMITATIONS SET FORTH IN SUBSECTION 10.7(B); PROVIDED, THAT NO CONDUIT LENDER
SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO SUBSECTIONS 2.19,
2.20, 2.21, 2.22 OR 9.7 THAN THE DESIGNATING LENDER WOULD HAVE BEEN ENTITLED TO
RECEIVE IN RESPECT OF THE EXTENSIONS OF CREDIT MADE BY SUCH CONDUIT LENDER.
IN
ADDITION, ANY CONDUIT LENDER MAY DISCLOSE, ON A CONFIDENTIAL BASIS, THE
EXISTENCE AND TERMS OF THE LOANS IT HAS FUNDED TO ANY RATING AGENCY, COMMERCIAL
PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT OR LIQUIDITY
ENHANCEMENTS TO SUCH CONDUIT LENDER; PROVIDED THAT NO SUCH PERSON SHALL RECEIVE
ANY CONFIDENTIAL FINANCIAL INFORMATION WITH RESPECT TO ANY BORROWER UNLESS SUCH
PERSON HAS COMPLIED WITH SUBSECTION 10.7(G) AS IF SUCH PERSON WERE A
TRANSFEREE.
EACH OF THE BORROWERS, THE LENDERS AND THE AGENT HEREBY CONFIRMS
THAT IT WILL NOT INSTITUTE AGAINST A CONDUIT LENDER OR JOIN ANY OTHER