AGREEMENT; PROVIDED THAT (I) NOTHING
HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN, (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 AND (III) SUCH GRANTING LENDER MAINTAINS A REGISTER
COMPARABLE TO THE PARTICIPANT REGISTER DESCRIBED IN PARAGRAPH (E) OF THIS
SECTION 11.04 SHOWING THE TRANSFER TO THE SPC; PROVIDED FURTHER THAT NOTHING
HEREIN SHALL MAKE THE SPC A "LENDER" FOR THE PURPOSES OF THIS AGREEMENT,
OBLIGATE BORROWER OR ANY OTHER LOAN PARTY OR THE ADMINISTRATIVE AGENT TO DEAL
WITH SUCH SPC DIRECTLY, OBLIGATE BORROWER OR ANY OTHER LOAN PARTY IN ANY MANNER
TO ANY GREATER EXTENT THAN THEY WERE OBLIGATED TO THE GRANTING LENDER, OR
INCREASE COSTS OR EXPENSES OF BORROWER.
THE LOAN PARTIES AND THE ADMINISTRATIVE
AGENT SHALL BE ENTITLED TO DEAL SOLELY WITH, AND OBTAIN GOOD DISCHARGE FROM, THE
GRANTING LENDER AND SHALL NOT BE REQUIRED TO INVESTIGATE OR OTHERWISE SEEK THE
CONSENT OR APPROVAL OF ANY SPC, INCLUDING FOR THE APPROVAL OF ANY AMENDMENT,
WAIVER OR OTHER MODIFICATION OF ANY PROVISION OF ANY LOAN DOCUMENT.
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 OF
AMERICA OR ANY STATE THEREOF.
IN ADDITION, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 11.04(H), ANY SPC MAY (I) WITH NOTICE TO, BUT
WITHOUT THE PRIOR WRITTEN CONSENT OF, BORROWER 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 BORROWER AND 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.
98
(I)
THE WORDS "EXECUTION," "SIGNED," "SIGNATURE," AND WORDS OF LIKE
IMPORT IN ANY ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO INCLUDE ELECTRONIC
SIGNATURES OR THE KEEPING OF RECORDS