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 SECTION 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 ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER
AS A PARTY HERETO.
IN THE CASE OF ANY LENDER THAT IS A FUND THAT INVESTS IN
BANK LOANS, SUCH LENDER MAY, WITHOUT THE CONSENT OF THE BORROWERS OR THE
ADMINISTRATIVE AGENT, ASSIGN OR PLEDGE ALL OR ANY PORTION OF ITS RIGHTS UNDER
THIS AGREEMENT, INCLUDING THE NOTES OR ANY OTHER INSTRUMENT EVIDENCING ITS
RIGHTS AS A LENDER UNDER THIS AGREEMENT, TO ANY HOLDER OR, TRUSTEE FOR, OR ANY
OTHER REPRESENTATIVE OF HOLDERS OF, OBLIGATIONS OWED OR SECURITIES ISSUED, BY
SUCH FUND, AS SECURITY FOR SUCH OBLIGATIONS OR SECURITIES; PROVIDED THAT ANY
FORECLOSURE OR SIMILAR ACTION BY SUCH TRUSTEE OR REPRESENTATIVE SHALL BE SUBJECT
TO THE PROVISIONS OF THIS SECTION CONCERNING ASSIGNMENTS.
89
(E)
EACH BORROWER, UPON RECEIPT OF WRITTEN
NOTICE FROM THE RELEVANT LENDER, AGREES TO ISSUE NOTES TO ANY LENDER REQUIRING
NOTES TO FACILITATE TRANSACTIONS OF THE TYPE DESCRIBED IN PARAGRAPH (D) ABOVE.
(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 BORROWERS OR THE
ADMINISTRATIVE AGENT AND WITHOUT REGARD TO THE LIMITATIONS SET FORTH IN
SECTION 11.6(B).
EACH BORROWER, EACH LENDER AND THE AGENTS HEREBY CONFIRM 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 INABILITY TO INSTITUTE SUCH A PROCEEDING AGAINST SUCH CONDUIT
LENDER DURING SUCH PERIOD OF FORBEARANCE.
11.7.
ADJUSTMENTS; SET-OFF.
(A)
EXCEPT TO THE EXTENT
THAT THIS AGREEMENT EXPRESSLY PROVIDES FOR PAYMENTS TO BE ALLOCATED TO A
PARTICULAR LENDER OR TO THE LENDERS UNDER A PARTICULAR FACILITY, IF ANY LENDER
(A "BENEFITED LENDER") SHALL, AT ANY TIME AFTER THE LOANS AND OTHER AMOUNTS
PAYABLE HEREUNDER SHALL IMMEDIATELY BECOME DUE AND PAYABLE PURSUANT TO
SECTION 9, RECEIVE ANY PAYMENT OF ALL OR PART OF THE OBLIGATIONS OWING TO IT, OR
RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER VOLUNTARILY OR INVOLUNTARILY,
BY SET-OFF, PURSUANT TO EVENTS OR PROCEEDINGS OF THE NATURE REFERRED TO IN
SECTION 9(F), OR OTHERWISE), IN A GREATER PROPORTION THAN ANY SUCH PAYMENT TO OR
COLLATERAL RECEIVED BY ANY