BY SECTION 8.04.
NOTWITHSTANDING THE
FOREGOING, ANY CONDUIT LENDER MAY ASSIGN AT ANY TIME TO ITS DESIGNATING BANK
HEREUNDER WITHOUT THE CONSENT OF THE BORROWER OR THE AGENT ANY OR ALL OF THE
LOANS IT MAY HAVE FUNDED HEREUNDER AND PURSUANT TO ITS DESIGNATION AGREEMENT AND
WITHOUT REGARD TO THE LIMITATIONS SET FORTH IN THE FIRST SENTENCE OF THIS
SECTION 10.06(C).
(D)
ANY BANK PARTY MAY AT ANY TIME ASSIGN ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS TO A FEDERAL RESERVE
BANK.
NO SUCH ASSIGNMENT SHALL RELEASE THE TRANSFEROR BANK PARTY FROM ITS
OBLIGATIONS HEREUNDER.
IN THE CASE OF ANY BANK PARTY THAT IS A FUND THAT
INVESTS IN BANK LOANS, SUCH BANK PARTY MAY, WITHOUT THE CONSENT OF THE BORROWER
OR THE AGENT, ASSIGN OR PLEDGE ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT, INCLUDING THE LOANS AND NOTES OR ANY OTHER INSTRUMENT EVIDENCING ITS
RIGHTS AS A BANK PARTY UNDER THIS AGREEMENT, TO ANY HOLDER OF, TRUSTEE FOR, OR
ANY OTHER REPRESENTATIVE OF HOLDERS OF, OBLIGATIONS OWED OR SECURITIES ISSUED,
BY SUCH FUND, AS SECURITY FOR SUCH OBLIGATIONS OR SECURITIES; PROVIDED THAT
UNLESS AND UNTIL SUCH HOLDER, TRUSTEE OR REPRESENTATIVE ACTUALLY BECOMES A BANK
PARTY IN COMPLIANCE WITH THE OTHER PROVISIONS OF THIS SECTION 10.06, (I) NO SUCH
PLEDGE SHALL RELEASE THE PLEDGING BANK PARTY FROM ANY OF ITS OBLIGATIONS UNDER
THE FINANCING DOCUMENTS AND (II) SUCH HOLDER, TRUSTEE OR REPRESENTATIVE SHALL
NOT BE ENTITLED TO EXERCISE ANY OF THE RIGHTS OF A BANK PARTY UNDER THE
FINANCING DOCUMENTS EVEN THOUGH SUCH TRUSTEE MAY HAVE ACQUIRED OWNERSHIP RIGHTS
WITH RESPECT TO THE PLEDGED INTEREST THROUGH FORECLOSURE OR OTHERWISE.
(E)
EACH OF THE BORROWER, THE AGENT AND EACH BANK 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 BANK
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.
(F)
THE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 10.01, A
COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO AND ACCEPTED BY IT AND A
REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE BANK PARTIES, THE
REVOLVING CREDIT LOAN COMMITMENTS OF, THE AMOUNT OF THE REVOLVING LETTER OF
CREDIT ISSUED BY, THE PRINCIPAL AMOUNT OF THE REIMBURSEMENT OBLIGATIONS OWING
TO, AND THE PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH BANK PARTY FROM TIME TO
TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND
BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE BORROWER,