(BY FORECLOSURE OR OTHERWISE) ANY SUCH PLEDGEE OR ASSIGNEE FOR
SUCH LENDER AS A PARTY HERETO.
(E)
NO ASSIGNMENT OR PARTICIPATION MADE OR PURPORTED TO BE MADE TO ANY
ASSIGNEE OR PARTICIPANT SHALL BE EFFECTIVE WITHOUT THE PRIOR WRITTEN CONSENT OF
THE BORROWER IF IT WOULD REQUIRE THE BORROWER TO MAKE ANY FILING WITH ANY
GOVERNMENTAL AUTHORITY OR QUALIFY ANY SENIOR INTERIM LOAN OR SENIOR INTERIM LOAN
NOTE UNDER THE LAWS OF ANY JURISDICTION, AND THE BORROWER SHALL BE ENTITLED TO
REQUEST AND RECEIVE SUCH INFORMATION AND ASSURANCES AS IT MAY REASONABLY REQUEST
FROM ANY LENDER OR ANY ASSIGNEE OR PARTICIPANT TO DETERMINE WHETHER ANY SUCH
FILING OR QUALIFICATION IS REQUIRED OR WHETHER ANY ASSIGNMENT OR PARTICIPATION
IS OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW.
(F)
NOTWITHSTANDING THE FOREGOING, ANY CONDUIT LENDER MAY ASSIGN ANY
OR ALL OF THE SENIOR INTERIM LOANS IT MAY HAVE FUNDED HEREUNDER TO ITS
DESIGNATING LENDER WITHOUT THE CONSENT OF THE BORROWER OR THE ADMINISTRATIVE
AGENT AND WITHOUT REGARD TO THE LIMITATIONS SET FORTH IN SUBSECTION 10.6(B).
THE BORROWER, EACH LENDER AND THE ADMINISTRATIVE AGENT HEREBY CONFIRMS THAT IT
WILL NOT INSTITUTE AGAINST A CONDUIT LENDER OR JOIN ANY OTHER PERSON IN
INSTITUTING AGAINST A CONDUIT LENDER ANY DOMESTIC OR FOREIGN BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING UNDER ANY
STATE, FEDERAL OR PROVINCIAL 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 ARISING OUT OF ITS INABILITY TO
INSTITUTE SUCH A PROCEEDING AGAINST SUCH CONDUIT LENDER DURING SUCH PERIOD OF
FORBEARANCE.
EACH SUCH INDEMNIFYING LENDER SHALL PAY IN FULL ANY CLAIM RECEIVED
FROM THE BORROWER PURSUANT TO THIS SUBSECTION 10.6(F) WITHIN 30 BUSINESS DAYS OF
RECEIPT OF A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE BORROWER SPECIFYING
IN REASONABLE DETAIL THE CAUSE AND AMOUNT OF THE LOSS, COST, DAMAGE OR EXPENSE
IN RESPECT OF WHICH THE CLAIM IS BEING ASSERTED, WHICH CERTIFICATE SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
WITHOUT LIMITING THE INDEMNIFICATION
OBLIGATIONS OF ANY INDEMNIFYING LENDER PURSUANT TO THIS SUBSECTION 10.6(F), IN
THE EVENT THAT THE INDEMNIFYING LENDER FAILS TIMELY TO COMPENSATE THE BORROWER
FOR SUCH CLAIM, ANY SENIOR INTERIM LOANS HELD BY THE RELEVANT CONDUIT LENDER
SHALL, IF REQUESTED BY THE BORROWER, BE ASSIGNED PROMPTLY TO THE LENDER THAT
ADMINISTERS THE CONDUIT LENDER AND THE DESIGNATION OF SUCH CONDUIT LENDER SHALL
BE VOID.
10.7
ADJUSTMENTS; SET-OFF; CALCULATIONS; COMPUTATIONS.
(A)
IF ANY LENDER (A "BENEFITED LENDER") SHALL AT ANY TIME RECEIVE ANY
PAYMENT OF ALL OR PART OF ITS SENIOR INTERIM LOANS OWING TO IT, OR INTEREST
THEREON, OR RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER VOLUNTARILY OR
INVOLUNTARILY, BY SET-OFF, PURSUANT TO EVENTS
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OR PROCEEDINGS OF THE NATURE REFERRED TO IN SUBSECTION 8(G) OR(H), OR OTHERWISE
(EXCEPT PURSUANT TO SUBSECTION 3.4, 3.13(D) OR 10.6)), IN