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 OR, IF IT FAILS TO DO SO, TO MAKE SUCH PAYMENT TO THE AGENT AS
IS REQUIRED UNDER SECTION 1.11(A)(II).
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
10.3), (II) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT
OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD BE LIABLE, 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.
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 DEBT 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
AGENT AND WITH THE PAYMENT OF A PROCESSING FEE IN THE AMOUNT OF $3,500 (WHICH
PROCESSING FEE MAY BE WAIVED BY THE AGENT IN ITS SOLE DISCRETION), 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 OR CREDIT OR LIQUIDITY
ENHANCEMENT TO SUCH SPC.
SECTION 9.9 NON‐PUBLIC INFORMATION; CONFIDENTIALITY.
(A) NON‐PUBLIC INFORMATION.
AGENT AND EACH LENDER ACKNOWLEDGES AND AGREES THAT
IT MAY RECEIVE MATERIAL NON‐PUBLIC INFORMATION ("MNPI") HEREUNDER CONCERNING THE
BORROWER AND ITS AFFILIATES AND AGREES TO USE SUCH INFORMATION IN COMPLIANCE
WITH ALL RELEVANT POLICIES, PROCEDURES AND APPLICABLE REQUIREMENTS OF LAWS
(INCLUDING UNITED STATES FEDERAL AND STATE SECURITY LAWS AND REGULATIONS).
(B) CONFIDENTIAL INFORMATION.
SO LONG AS THE LOANS ARE OUTSTANDING AND FOR A
PERIOD OF TWO (2) YEARS THEREAFTER, THE LENDER AND THE AGENT AGREE TO USE ALL
REASONABLE EFFORTS TO MAINTAIN, IN ACCORDANCE WITH ITS CUSTOMARY PRACTICES, THE
CONFIDENTIALITY OF INFORMATION OBTAINED BY IT PURSUANT TO ANY LOAN DOCUMENT AND
DESIGNATED IN WRITING BY THE BORROWER AS CONFIDENTIAL, EXCEPT THAT SUCH
INFORMATION MAY BE DISCLOSED (I) WITH THE BORROWER'S