ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE
SUCH LOAN PURSUANT TO THE TERMS HEREOF OR, IF IT FAILS TO DO SO, TO MAKE SUCH
PAYMENT TO THE ADMINISTRATIVE AGENT AS IS REQUIRED UNDER SECTION 3.15 (SHARING
OF PAYMENTS). EACH PARTY HERETO HEREBY AGREES THAT (A) NEITHER THE GRANT TO ANY
SPV NOR THE EXERCISE BY ANY SPV OF SUCH OPTION SHALL INCREASE THE COSTS OR
EXPENSES OR OTHERWISE INCREASE OR CHANGE THE OBLIGATIONS OF THE BORROWER UNDER
THIS AGREEMENT (INCLUDING THEIR OBLIGATIONS UNDER SECTION 4.03 (INCREASED
EURODOLLAR LOAN COSTS), (B) NO SPV SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR
PAYMENT OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD BE LIABLE, AND
(C) THE GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING THE APPROVAL OF ANY
AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY PROVISION OF ANY FINANCING
DOCUMENT, REMAIN THE LENDER OF RECORD HEREUNDER. THE MAKING OF A LOAN BY AN SPV
HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME
EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH 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 (1) YEAR
AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR
OTHER SENIOR DEBT OF ANY SPV, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
PERSON IN INSTITUTING AGAINST, SUCH SPV IN ANY INSOLVENCY OR LIQUIDATION
PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY SPV MAY (1) WITH
NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE ADMINISTRATIVE AGENT AND WITHOUT
PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR ANY PORTION OF ITS RIGHT TO
RECEIVE PAYMENT WITH RESPECT TO ANY LOAN TO THE GRANTING LENDER AND (2) DISCLOSE
ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS FUNDING OF
ANY LOAN TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY
OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPV.
SECTION 11.04
BENEFITS OF AGREEMENT. NOTHING IN
THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, EXPRESS OR IMPLIED, SHALL GIVE
TO ANY PERSON, OTHER THAN THE PARTIES HERETO AND THERETO, AND EACH OF THEIR
SUCCESSORS AND PERMITTED ASSIGNS UNDER THIS AGREEMENT OR ANY OTHER FINANCING
DOCUMENT, ANY BENEFIT OR ANY LEGAL OR EQUITABLE RIGHT OR REMEDY UNDER THIS
AGREEMENT.
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SECTION 11.05
CONSULTANTS. (A) THE REQUIRED
LENDERS ACTING JOINTLY OR THE ADMINISTRATIVE AGENT MAY, IN CONSULTATION WITH THE
BORROWER (PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING), APPOINT ANY CONSULTANT FOR THE PURPOSES SPECIFIED HEREIN. IF ANY OF
THE CONSULTANTS IS REMOVED OR RESIGNS AND THEREBY CEASES TO ACT FOR PURPOSES OF
THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, THE REQUIRED LENDERS ACTING
JOINTLY OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, SHALL, IN CONSULTATION
WITH THE BORROWER (PROVIDED THAT