PROVIDE
ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE
SUCH LOAN PURSUANT TO THE TERMS HEREOF, (III) SUCH GRANTING LENDER'S OTHER
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (IV) SUCH
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GRANTING LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR
THE PERFORMANCE OF SUCH OBLIGATIONS AND (V) THE BORROWER, THE AGENT AND THE
OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH GRANTING
LENDER IN CONNECTION WITH SUCH GRANTING LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT.
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 THE 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 RELATED 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 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 OR SIMILAR PROCEEDINGS UNDER THE LAWS OF
THE UNITED STATES OR ANY STATE THEREOF.
IN ADDITION, NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS SECTION OR IN SECTION 9.16, ANY SPC MAY
(I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF, THE BORROWER OR
THE AGENT AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR A
PORTION OF ITS INTERESTS IN ANY LOANS TO ITS GRANTING LENDER OR TO ANY FINANCIAL
INSTITUTIONS PROVIDING LIQUIDITY AND/OR CREDIT FACILITIES TO OR FOR THE ACCOUNT
OF SUCH SPC TO FUND THE LOANS MADE BY SUCH SPC OR TO SUPPORT THE SECURITIES (IF
ANY) ISSUED BY SUCH SPC TO FUND SUCH LOANS AND (II) DISCLOSE ON A CONFIDENTIAL
BASIS, TO THE EXTENT SUCH DISCLOSURE WOULD BE PERMITTED UNDER SECTION 9.16 IF
SUCH SPC WERE A LENDER, ANY NON-PUBLIC INFORMATION RELATING TO ITS LOANS TO ANY
RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF A SURETY, GUARANTEE OR
CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
(I)
ANY LENDER MAY AT ANY TIME ASSIGN ALL OR ANY PORTION OF ITS RIGHTS UNDER
THIS AGREEMENT TO A FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH ASSIGNMENT SHALL
RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER.
IN ORDER TO FACILITATE
SUCH AN ASSIGNMENT TO A FEDERAL RESERVE BANK, THE BORROWER SHALL, AT THE REQUEST
OF THE ASSIGNING LENDER, DULY EXECUTE AND DELIVER TO THE ASSIGNING LENDER A
PROMISSORY NOTE OR NOTES EVIDENCING THE LOANS MADE BY THE ASSIGNING LENDER
HEREUNDER.
(J)
THE BORROWER SHALL NOT ASSIGN OR DELEGATE ANY OF ITS RIGHTS OR DUTIES
HEREUNDER.
SECTION 9.05.
EXPENSES; INDEMNITY.
(A)
THE BORROWER AGREES TO PAY ALL
REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE AGENT AND ITS