ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE BE
OBLIGATED TO MAKE TO THE COMPANY ON THE EFFECTIVE DATE PURSUANT TO THIS
AGREEMENT; PROVIDED, HOWEVER, THAT (I) NOTHING HEREIN SHALL CONSTITUTE A
COMMITMENT BY ANY SPC TO MAKE ANY LOAN AND (II) IF AN SPC ELECTS NOT TO EXERCISE
SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL OR ANY PART OF SUCH LOAN, THE
GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH LOAN PURSUANT TO THE TERMS
HEREOF. THE MAKING OF A LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE COMMITMENT OF
THE GRANTING LENDER TO THE SAME EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH
GRANTING LENDER. EACH PARTY HERETO HEREBY AGREES THAT NO SPC SHALL BE LIABLE FOR
ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT (ALL LIABILITY
FOR WHICH SHALL REMAIN WITH THE GRANTING LENDER). IN FURTHERANCE OF THE
FOREGOING, EACH PARTY HERETO HEREBY AGREES (WHICH AGREEMENT SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT) THAT, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE
DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR OTHER
SENIOR INDEBTEDNESS OF ANY SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
PERSON IN INSTITUTING AGAINST, SUCH SPC ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS UNDER THE LAWS OF THE UNITED
STATES OR ANY STATE THEREOF. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 11.8, ANY SPC MAY (I) WITH NOTICE TO, BUT
WITHOUT THE PRIOR WRITTEN CONSENT OF, THE COMPANY AND THE ADMINISTRATIVE AGENT
AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS
INTERESTS IN ANY LOANS TO THE GRANTING LENDER OR TO ANY FINANCIAL INSTITUTIONS
(CONSENTED TO BY THE ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT
SUPPORT TO OR FOR THE ACCOUNT OF SUCH SPC TO SUPPORT THE FUNDING OR MAINTENANCE
OF LOANS AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION
RELATING TO ITS LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER
OF ANY SURETY, GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
(E)
WITHIN FIVE BUSINESS DAYS AFTER ITS RECEIPT OF NOTICE BY THE
ADMINISTRATIVE AGENT THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND ACCEPTANCE
AND PAYMENT OF THE PROCESSING FEE, IF A NOTE WAS ISSUED IN RESPECT OF THE
ASSIGNED INTERESTS, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT BY THE
ASSIGNEE, THE COMPANY SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A
NEW NOTE EVIDENCING SUCH ASSIGNEE'S ASSIGNED LOANS AND, IF THE ASSIGNOR LENDER
HAS RETAINED A PORTION OF ITS LOANS AND ITS COMMITMENT, A REPLACEMENT NOTE, UPON
THE REQUEST OF THE ADMINISTRATIVE AGENT BY THE ASSIGNOR LENDER, IN THE PRINCIPAL
AMOUNT EQUAL TO THE LOANS AND COMMITMENTS, IF ANY, RETAINED BY THE ASSIGNOR
LENDER (SUCH NOTE TO BE IN EXCHANGE FOR, BUT NOT IN PAYMENT OF, THE NOTE HELD BY
SUCH LENDER).
(F)
ANY LENDER MAY AT ANY TIME SELL TO ONE OR MORE COMMERCIAL BANKS
OR OTHER PERSONS NOT AFFILIATES OF THE COMPANY (A "PARTICIPANT")