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 LENDER DESIGNATING ANY CONDUIT LENDER HEREBY AGREES TO INDEMNIFY, SAVE
AND HOLD HARMLESS EACH OTHER PARTY HERETO FOR ANY LOSS, COST, DAMAGE OR EXPENSE
(INCLUDING LEGAL EXPENSES) ARISING OUT OF ITS DESIGNATION OF A CONDUIT LENDER,
INCLUDING BUT WITHOUT LIMITATIONS TO, INABILITY TO INSTITUTE SUCH A PROCEEDING
AGAINST SUCH CONDUIT LENDER DURING SUCH PERIOD OF FORBEARANCE.
(G)
EACH BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY
PROSPECTIVE PARTICIPANT, ANY PARTICIPANT, ANY PROSPECTIVE ASSIGNEE OR ANY
ASSIGNEE (EACH, A "TRANSFEREE") ANY AND ALL FINANCIAL INFORMATION IN SUCH
LENDER'S POSSESSION CONCERNING SUCH BORROWER AND ITS AFFILIATES WHICH HAS BEEN
DELIVERED TO SUCH LENDER BY OR ON BEHALF OF SUCH BORROWER PURSUANT TO THIS
AGREEMENT OR WHICH HAS BEEN DELIVERED TO ALL LENDERS BY OR ON BEHALF OF SUCH
BORROWER IN CONNECTION WITH THEIR RESPECTIVE CREDIT EVALUATIONS OF SUCH BORROWER
AND ITS AFFILIATES PRIOR TO BECOMING A PARTY TO THIS AGREEMENT; PROVIDED THAT
(I) SUCH TRANSFEREE HAS EXECUTED AND DELIVERED TO SUCH BORROWER A WRITTEN
CONFIDENTIALITY AGREEMENT SUBSTANTIALLY IN THE FORM OF THAT WHICH HAS BEEN
EXECUTED AND DELIVERED BY EACH LENDER PRIOR TO THE DATE HEREOF AND (II) IN THE
CASE OF ANY INFORMATION OTHER THAN THAT CONTAINED IN THE CONFIDENTIAL
INFORMATION MEMORANDUM, DATED NOVEMBER 2005, SUCH BORROWER HAS BEEN INFORMED OF
THE IDENTITY OF SUCH TRANSFEREE AND HAS CONSENTED (SUCH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD) TO THE DISCLOSURE OF SUCH INFORMATION THERETO.
NOTHING
CONTAINED IN THIS SUBSECTION 10.7(G) SHALL BE DEEMED TO PROHIBIT THE DELIVERY TO
ANY TRANSFEREE OF ANY FINANCIAL INFORMATION WHICH IS OTHERWISE PUBLICLY
AVAILABLE.
(h)
If at any time, any Lender becomes a Non-Consenting Lender, then
any applicable Borrower may, at its sole cost and expense, on five Business
Days' prior written notice to the Agent and such Lender, replace such Lender by
causing such Lender to (and such Lender shall be obligated to) assign pursuant
to this subsection 10.7 all of its rights and obligations under this Agreement
to one or more Eligible Assignees; provided that neither the Agent nor any
Lender shall have any
93
obligation to such Borrower to find a replacement Lender or other such Person;
provided, further, that such Non-Consenting Lender shall be entitled to receive
the full outstanding principal amount of Loans so assigned, together with
accrued interest and fees payable in respect of such Loans and all other amounts
then owed and payable to it under the Loan Documents as of the date of such
assignment.
(i)
Notwithstanding anything to the contrary contained in this
Agreement, participating interests in, and rights and obligations with respect
to, Canadian Revolving Credit Loans and Canadian Revolving Credit Commitments
may be granted or assigned only to Schedule I Banks, Schedule II Banks, Schedule
III