ANY
INDENTURE OR GOVERNING DOCUMENTS TO WHICH IT IS A PARTY; 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.
(H)
NOTWITHSTANDING THE FOREGOING, ANY LENDER MAY, WITH NOTICE TO, BUT
WITHOUT CONSENT OF, THE BORROWERS AND THE ADMINISTRATIVE AGENT, AND IN
ACCORDANCE WITH THE DEFINITION OF "CONDUIT LENDER" SET FORTH IN SECTION 1.1
HEREOF AND THE TERMS OF THIS SECTION 11.7(H), DESIGNATE A CONDUIT LENDER AND
FUND ANY OF THE LOANS OR UNREIMBURSED AMOUNTS WHICH SUCH LENDER IS OBLIGATED TO
MAKE OR PAY HEREUNDER BY CAUSING SUCH CONDUIT LENDER TO FUND SUCH LOANS OR
UNREIMBURSED AMOUNTS ON BEHALF OF SUCH LENDER.
ANY CONDUIT LENDER MAY ASSIGN
ANY OR ALL OF THE LOANS OR UNREIMBURSED AMOUNTS 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 11.7(C).
EACH OF THE BORROWERS, EACH LENDER AND EACH 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 IN CONNECTION WITH ANY OBLIGATION OF SUCH CONDUIT LENDER UNDER THE
LOAN DOCUMENTS, 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. IN ADDITION, NOTWITHSTANDING THE
FOREGOING, ANY CONDUIT LENDER MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR
WRITTEN CONSENT OF, THE BORROWERS AND THE ADMINISTRATIVE AGENT AND WITHOUT
PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN
ANY LOANS OR REIMBURSEMENT OBLIGATIONS TO ANY FINANCIAL INSTITUTIONS (CONSENTED
TO BY THE BORROWERS AND THE ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR
CREDIT SUPPORT TO OR FOR THE ACCOUNT OF SUCH CONDUIT LENDER TO SUPPORT THE
FUNDING OR MAINTENANCE OF LOANS OR REIMBURSEMENT OBLIGATIONS BY SUCH CONDUIT
LENDER AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION
RELATING TO ITS LOANS AND ITS REIMBURSEMENT OBLIGATIONS TO ANY RATING AGENCY,
COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT OR
LIQUIDITY ENHANCEMENT TO SUCH CONDUIT LENDER. THIS CLAUSE (H) MAY NOT BE AMENDED
WITHOUT THE WRITTEN CONSENT OF ANY CONDUIT LENDER DIRECTLY AFFECTED THEREBY.
11.8
ADJUSTMENTS; SET-OFF.
(A)
IF ANY LENDER (A "BENEFITED LENDER") SHALL AT ANY TIME RECEIVE ANY
PAYMENT OF ALL OR PART OF ITS LOANS OR REIMBURSEMENT OBLIGATIONS, OR INTEREST
THEREON, OR RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER VOLUNTARILY OR
INVOLUNTARILY, BY SET-OFF, PURSUANT TO EVENTS OR PROCEEDINGS OF THE NATURE
REFERRED