OF A LENDER UNDER
THE LOAN DOCUMENTS EVEN THOUGH SUCH TRUSTEE MAY HAVE ACQUIRED OWNERSHIP RIGHTS
WITH RESPECT TO THE PLEDGED INTEREST THROUGH FORECLOSURE OR OTHERWISE.
(K)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
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 BMCA (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. THE MAKING OF A LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE BRIDGE LOAN
COMMITMENT OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS IF, SUCH BRIDGE
LOAN WERE MADE BY SUCH GRANTING LENDER. EACH PARTY HERETO HEREBY AGREES THAT
(I) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER
THIS AGREEMENT FOR WHICH A LENDER WOULD BE LIABLE, (II) NO SPC SHALL BE ENTITLED
TO THE BENEFITS OF SECTIONS 2.08 AND 2.10 (OR ANY OTHER INCREASED COSTS
PROTECTION PROVISION) AND (III) THE GRANTING BANK SHALL FOR ALL PURPOSES,
INCLUDING THE APPROVAL OF ANY AMENDMENT OR WAIVER OF ANY PROVISION OF ANY LOAN
DOCUMENT, REMAIN THE LENDER OF RECORD HEREUNDER. 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 IN THIS
AGREEMENT, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF, BMCA
AND THE ADMINISTRATIVE AGENT AND WITH THE PAYMENT OF A PROCESSING FEE OF $500
AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR ANY PORTION OF ITS
INTEREST IN ANY LOAN TO THE GRANTING LENDER AND (II) DISCLOSE ON A CONFIDENTIAL
BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS FUNDING OF A LOAN TO ANY RATING
AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY OR GUARANTEE OR CREDIT
OR LIQUIDITY ENHANCEMENT TO SUCH SPC. THIS SUBSECTION (K) MAY NOT BE AMENDED
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH GRANTING LENDER, ALL OR ANY PART OF
WHOSE LOANS ARE BEING FUNDED BY THE SPC AT THE TIME OF SUCH AMENDMENT.
SECTION 8.08.
Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each