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, WITHOUT LIMITATION, 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 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 LOAN OR 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 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 13.6(B).
EACH OF 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 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 ARISING
OUT OF ITS
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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 13.6(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 13.6(f), in the event that the indemnifying Lender fails timely to
compensate the Borrower for such claim, any 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