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 FINANCE OBLIGATIONS 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
PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY SPC MAY (I) WITH
NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE BORROWER AND THE ADMINISTRATIVE
AGENT AND WITH THE PAYMENT OF A PROCESSING FEE OF $3,500, ASSIGN ALL OR ANY
PORTION OF ITS RIGHT TO RECEIVE PAYMENT WITH RESPECT TO ANY LOAN TO THE GRANTING
LENDER AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION
RELATING TO ITS FUNDING OF LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER
OR PROVIDER OF ANY SURETY OR GUARANTY OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH
SPC.
(I)
CERTAIN ASSIGNMENTS BY JPMCB.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, IF AT ANY TIME JPMCB ASSIGNS ALL OF ITS COMMITMENT
AND LOANS PURSUANT TO SUBSECTION (B) ABOVE, JPMCB MAY, (I) UPON 30 DAYS' NOTICE
TO THE BORROWER AND THE LENDERS, RESIGN AS L/C ISSUER AND/OR (II) UPON 30 DAYS'
NOTICE TO THE BORROWER, RESIGN AS SWING LINE LENDER.
IN THE EVENT OF ANY SUCH
RESIGNATION AS L/C ISSUER OR SWING LINE LENDER, THE BORROWER SHALL BE ENTITLED
TO APPOINT FROM AMONG THE LENDERS A SUCCESSOR L/C ISSUER OR SWING LINE LENDER
HEREUNDER; PROVIDED, HOWEVER, THAT NO FAILURE BY THE BORROWER TO APPOINT ANY
SUCH SUCCESSOR SHALL AFFECT THE RESIGNATION OF JPMCB AS L/C ISSUER OR SWING LINE
LENDER, AS THE CASE MAY BE.
IF JPMCB RESIGNS AS L/C ISSUER, IT SHALL RETAIN ALL
THE RIGHTS AND OBLIGATIONS OF THE L/C ISSUER HEREUNDER WITH RESPECT TO ALL
LETTERS OF CREDIT OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION AS L/C
ISSUER AND ALL L/C OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT TO
REQUIRE THE LENDERS TO MAKE BASE RATE LOANS OR PURCHASE PARTICIPATION INTERESTS
IN LETTERS OF CREDIT AND
136
L/C OBLIGATIONS PURSUANT TO SECTION 2.05 (D)).
IF JPMCB RESIGNS AS SWING LINE
LENDER, IT SHALL RETAIN ALL THE RIGHTS OF THE SWING LINE LENDER PROVIDED FOR
HEREUNDER WITH RESPECT TO SWING LINE LOANS MADE BY IT AND OUTSTANDING AS OF THE
EFFECTIVE DATE OF SUCH RESIGNATION, INCLUDING THE RIGHT TO REQUIRE THE LENDERS
TO MAKE BASE RATE LOANS OR PURCHASE PARTICIPATION INTERESTS IN OUTSTANDING SWING
LINE LOANS PURSUANT TO SECTION 2.01(C)(VI).
SECTION 10.08
CONFIDENTIALITY.
(A)
EACH OF THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE
INFORMATION (AS DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED (I) TO
ITS AFFILIATES AND TO IT AND ITS AFFILIATES' RESPECTIVE PARTNERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND REPRESENTATIVES (IT BEING UNDERSTOOD
THAT THE PERSONS TO WHOM SUCH DISCLOSURE IS MADE WILL BE INFORMED OF THE
CONFIDENTIAL NATURE OF SUCH INFORMATION