LENDER, WITHOUT THE CONSENT OF THE
BORROWER OR THE ADMINISTRATIVE AGENT, MAY AT ANY TIME PLEDGE OR ASSIGN A
SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO
SECURE OBLIGATIONS OF SUCH LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE
OBLIGATIONS TO A FEDERAL RESERVE BANK, AND THIS SUBSECTION SHALL NOT APPLY TO
ANY SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST; PROVIDED THAT NO SUCH
PLEDGE OR ASSIGNMENT OF A
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SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER
OR SUBSTITUTE (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 TERM LOAN OR TERM
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 TERM 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 TERM LOANS HELD BY THE RELEVANT
CONDUIT LENDER SHALL, IF REQUESTED BY THE BORROWER, BE ASSIGNED PROMPTLY TO THE
LENDER THAT