Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 11.15, to maintain a register (the “Lender Register”) on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders, the Loans made to the Borrower by each of the Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) 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 Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or 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 11.4(c). The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature that may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.15, except to the extent attributable to the gross negligence or willful misconduct of the Administrative Agent. The Lender Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
Lender Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for purposes of this Section 12.16, to maintain a register (the "LENDER REGISTER") on which it will record 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 Loans and the rights to the principal of, and interest on, such Loans shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Loans and prior to such recordation all amounts owing to the transferor with respect to such Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any 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 12.04(b). 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 12.16 (but excluding such losses, claims, liabilities or liabilities incurred by reason of the Administrative Agent's gross negligence or willful misconduct).
Lender Register. 98 ANNEX I -- Commitments ANNEX II -- Addresses ANNEX III -- Subsidiaries ANNEX IV -- ERISA ANNEX V -- Existing Liens ANNEX VI -- Existing Indebtedness ANNEX VII -- Existing Investments ANNEX VIII -- Governmental Approvals ANNEX IX -- Affiliate Transactions EXHIBIT A -- Form of Notice of Borrowing EXHIBIT B-1 -- Form of B Term Note EXHIBIT B-2 -- Form of C Term Note-Floating Rate EXHIBIT B-3 -- Form of C Term Note-Fixed Rate EXHIBIT B-4 -- Form of RF Note EXHIBIT B-5 -- Form of AF Note EXHIBIT C -- Form of Section 3.04 Certificate EXHIBIT D-1 -- Form of Opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP EXHIBIT D-2 -- Form of Opinion of White & Case LLP EXHIBIT E -- Form of Officers' Certificate EXHIBIT F -- Form of Subsidiary Guaranty EXHIBIT G -- Form of Pledge Agreement EXHIBIT H -- Form of Solvency Certificate EXHIBIT I -- Form of Capital Contribution Agreement EXHIBIT J -- Form of Consent Letter EXHIBIT K -- Form of Assignment Agreement
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this section 12.16, to maintain a register (the "LENDER REGISTER") on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders, the Loans made to the Borrower by each of the Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) 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 Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this section 14.16, to retain a copy of each Assignment Agreement delivered to and accepted by it and to maintain a register (the "Lender Register") on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of such Lenders, the Loans made to the Co-Borrowers by each of such Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) any error in such recordation, shall not affect the Co-Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to
Lender Register. 66 12.17. Limitations on Liability of the Letter of Credit Issuers...................66 12.18.
Lender Register. Each Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this section 13.16, to retain a copy of each Assignment Agreement delivered to and accepted by it and to maintain a register (the "Lender Register") on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of such Lenders to such Borrower, the Loans made to such Borrower by each of such Lenders and each repayment or prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) any error in such recordation, shall not affect such Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such
Lender Register. 77 ANNEX I -- Commitments ANNEX II -- Bank Addresses ANNEX III -- Government Approvals ANNEX IV -- Subsidiaries ANNEX V -- Properties ANNEX VI -- Existing Indebtedness ANNEX VII -- Insurance Policies ANNEX VIII -- Existing Liens ANNEX IX -- Management Fees EXHIBIT A -- Form of Notice of Borrowing EXHIBIT B -- Form of Note EXHIBIT C-1 -- Form of Winston & Straxx Xxxnion EXHIBIT C-2 -- Form of White & Case Opinion EXHIBIT D -- Form of Officers Certificate EXHIBIT E -- Form of Holdings TL Guaranty EXHIBIT F -- Form of Amendment To Borrower Pledge Agreement EXHIBIT G -- Form of Amendment to Security Agreement EXHIBIT H -- Form of Amendment to Holdings Pledge Agreement EXHIBIT I -- Solvency Letter EXHIBIT J -- Adjusted EBITDA EXHIBIT K -- Assignment Agreement
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 12.15, to maintain a register (the “Lender Register”) on or in which it will record the names and addresses of the Lenders, and the Commitments from time to
Lender Register. 46 ANNEX I -- Commitments ANNEX II -- Lender Addresses ANNEX III -- Subsidiaries EXHIBIT A-1 -- Form of Notice of Borrowing EXHIBIT A-2 -- Form of Notice of Competitive Bid Borrowing EXHIBIT B-1 -- Form of Revolving Note EXHIBIT B-2 -- Form of Competitive Bid Note EXHIBIT C -- Form of Section 3.04 Certificate EXHIBIT D -- Form of Opinion of General Counsel to Borrowers EXHIBIT E -- Form of Officers' Certificate EXHIBIT F -- Form of Financial Guaranty Insurance Policy EXHIBIT G -- Form of Assignment Agreement EXHIBIT H -- Form of Commitment Assumption Agreement EXHIBIT I -- Form of DB Assumption Agreement EXHIBIT J -- Form of Lender's Opinions EXHIBIT K -- Form of Opinion of Designated Borrower's Counsel EXHIBIT L -- Form of Opinion of Counsel to Corp.
