PARTY
HERETO HEREBY AGREES THAT NO SPV 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 SPV, IT
SHALL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST,
SUCH SPV ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF. IN
ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION
13.6, ANY SPV MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF,
THE 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 THE BORROWER AND
ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE
ACCOUNT OF SUCH SPV 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 SPV. THIS SECTION 13.6(G)
MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF THE SPV. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (X) NO SPV SHALL BE ENTITLED TO ANY
GREATER RIGHTS UNDER SECTIONS 2.10, 2.11 AND 5.4 THAN ITS GRANTING LENDER WOULD
HAVE BEEN ENTITLED TO ABSENT THE USE OF SUCH SPV AND (Y) EACH SPV AGREES TO BE
SUBJECT TO THE REQUIREMENTS OF SECTIONS 2.10, 2.11 AND 5.4 AS THOUGH IT WERE A
LENDER AND HAS ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO CLAUSE (B) OF
THIS SECTION 13.6.
13.7.
REPLACEMENTS OF LENDERS UNDER CERTAIN CIRCUMSTANCES.
(A)
THE BORROWER SHALL BE PERMITTED TO REPLACE ANY LENDER THAT (A)
REQUESTS REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO SECTION 2.10, 3.5 OR 5.4,
(B) IS AFFECTED IN THE MANNER DESCRIBED IN SECTION 2.10(A)(III) AND AS A RESULT
THEREOF ANY OF THE ACTIONS DESCRIBED IN SUCH SECTION IS REQUIRED TO BE TAKEN OR
(C) BECOMES A DEFAULTING LENDER, WITH A REPLACEMENT BANK OR OTHER FINANCIAL
INSTITUTION, PROVIDED THAT (I) SUCH REPLACEMENT DOES NOT CONFLICT WITH ANY
REQUIREMENT OF LAW, (II) NO EVENT OF DEFAULT UNDER SECTION 11.1 OR 11.5 SHALL
HAVE OCCURRED AND BE CONTINUING AT THE TIME OF SUCH REPLACEMENT, (III) THE
BORROWER SHALL REPAY (OR THE REPLACEMENT BANK OR INSTITUTION SHALL PURCHASE, AT
PAR) ALL LOANS AND OTHER AMOUNTS (OTHER THAN ANY DISPUTED AMOUNTS), PURSUANT TO
SECTION 2.10, 2.11, 3.5 OR 5.4, AS THE CASE MAY BE) OWING TO SUCH REPLACED
LENDER PRIOR TO THE DATE OF REPLACEMENT, (IV) THE REPLACEMENT BANK OR
INSTITUTION, IF NOT ALREADY A LENDER, AND THE TERMS AND CONDITIONS OF