(F)
NOTWITHSTANDING THE FOREGOING, ANY CONDUIT LENDER MAY ASSIGN ANY
OR ALL OF THE REVOLVING LOANS IT MAY HAVE FUNDED HEREUNDER TO ITS DESIGNATING
LENDER WITHOUT THE CONSENT OF THE PARENT BORROWER OR THE ADMINISTRATIVE AGENT
AND WITHOUT REGARD TO THE LIMITATIONS SET FORTH IN SUBSECTION 10.6(B).
EACH
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
PARENT BORROWER PURSUANT TO THIS SUBSECTION 10.6(F) WITHIN 30 BUSINESS DAYS OF
RECEIPT OF A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE PARENT 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 PARENT
BORROWER FOR SUCH CLAIM, ANY LOANS HELD BY THE RELEVANT CONDUIT LENDER SHALL, IF
REQUESTED BY THE PARENT BORROWER, BE ASSIGNED PROMPTLY TO THE LENDER THAT
ADMINISTERS THE CONDUIT LENDER AND THE DESIGNATION OF SUCH CONDUIT LENDER SHALL
BE VOID.
(G)
IF THE PARENT BORROWER WISHES TO REPLACE IN WHOLE OR IN PART THE
REVOLVING LOANS OR COMMITMENTS WITH ONES HAVING DIFFERENT TERMS, IT SHALL HAVE
THE OPTION, WITH THE CONSENT OF THE ADMINISTRATIVE AGENT AND SUBJECT TO AT LEAST
THREE BUSINESS DAYS' ADVANCE NOTICE TO THE LENDERS, INSTEAD OF PREPAYING THE
REVOLVING LOANS OR REDUCING OR TERMINATING THE COMMITMENTS TO BE REPLACED, TO
(I) REQUIRE THE LENDERS TO ASSIGN SUCH LOANS OR COMMITMENTS TO THE
ADMINISTRATIVE AGENT OR ITS DESIGNEES AND (II) AMEND THE TERMS THEREOF IN
ACCORDANCE WITH SUBSECTION 10.1 (WITH SUCH REPLACEMENT, IF APPLICABLE, BEING
DEEMED TO HAVE BEEN MADE PURSUANT TO SUB-SECTION 10.1(D)).
PURSUANT TO ANY SUCH
ASSIGNMENT, ALL LOANS AND COMMITMENTS TO BE REPLACED SHALL BE PURCHASED AT PAR
(ALLOCATED AMONG THE LENDERS UNDER SUCH FACILITY IN THE SAME MANNER AS WOULD BE
REQUIRED IF SUCH LOANS WERE BEING OPTIONALLY PREPAID OR SUCH COMMITMENTS WERE
BEING OPTIONALLY REDUCED OR TERMINATED BY THE BORROWERS), ACCOMPANIED BY PAYMENT
OF ANY ACCRUED INTEREST AND FEES THEREON AND ANY AMOUNTS OWING PURSUANT TO
SUBSECTION 3.12.
BY RECEIVING SUCH PURCHASE PRICE, THE LENDERS SHALL
AUTOMATICALLY BE DEEMED TO HAVE ASSIGNED THE REVOLVING LOANS OR COMMITMENTS
PURSUANT