LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE BORROWER (AN "SPC") THE
OPTION TO PROVIDE ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD
OTHERWISE BE OBLIGATED TO MAKE PURSUANT TO THIS AGREEMENT; PROVIDED, THAT
(I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY LOAN AND
(II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO MAKE ALL
OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH
LOAN PURSUANT TO THE TERMS HEREOF.
EACH PARTY HERETO HEREBY AGREES THAT
(I) NEITHER THE GRANT TO ANY SPC NOR THE EXERCISE BY ANY SPC OF SUCH OPTION
SHALL INCREASE THE COSTS OR EXPENSES OR OTHERWISE INCREASE OR CHANGE THE
OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT (INCLUDING ITS OBLIGATIONS
UNDER SECTION 3.01, 3.04 OR 3.05), (II) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY
OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD BE
LIABLE AND SUCH LIABILITY SHALL REMAIN WITH THE GRANTING LENDER, AND (III) THE
GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING THE APPROVAL OF ANY AMENDMENT,
WAIVER OR OTHER MODIFICATION OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE
LENDER OF RECORD HEREUNDER. 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.
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, 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 GUARANTEE OBLIGATION OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH
SPC.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, (1) ANY LENDER MAY IN ACCORDANCE WITH APPLICABLE LAW CREATE A
SECURITY INTEREST IN ALL OR ANY PORTION OF THE LOANS OWING TO IT AND THE NOTE,
IF ANY, HELD BY IT AND (2) ANY LENDER THAT IS A FUND MAY CREATE A SECURITY
INTEREST IN ALL OR ANY PORTION OF THE LOANS OWING TO IT AND THE NOTE, IF ANY,
HELD BY IT TO THE TRUSTEE FOR HOLDERS OF OBLIGATIONS OWED, OR SECURITIES ISSUED,
BY SUCH FUND AS SECURITY FOR SUCH OBLIGATIONS OR SECURITIES; PROVIDED, THAT,
UNLESS AND UNTIL SUCH TRUSTEE ACTUALLY BECOMES A LENDER IN COMPLIANCE WITH THE
OTHER PROVISIONS OF THIS SECTION 11.07, (I) NO SUCH PLEDGE SHALL RELEASE THE
PLEDGING LENDER FROM ANY OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND
(II) SUCH TRUSTEE SHALL NOT BE ENTITLED TO EXERCISE ANY OF THE RIGHTS OF A
LENDER UNDER THE LOAN DOCUMENTS EVEN THOUGH SUCH TRUSTEE