AN AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE
CITY OF NEW YORK A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT.
UPON
ITS RECEIPT OF, AND CONSENT TO, A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE
EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE, AN ADMINISTRATIVE QUESTIONNAIRE
COMPLETED IN RESPECT OF THE ASSIGNEE (UNLESS THE ASSIGNEE SHALL ALREADY BE A
LENDER HEREUNDER), THE PROCESSING AND RECORDATION FEE REFERRED TO IN SECTION (B)
ABOVE, IF APPLICABLE, AND THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT TO
SUCH ASSIGNMENT AND ANY APPLICABLE TAX FORMS, THE ADMINISTRATIVE AGENT SHALL
(I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AND (II) RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER.
NO ASSIGNMENT SHALL BE EFFECTIVE UNLESS IT
HAS BEEN RECORDED IN THE REGISTER AS PROVIDED IN SECTION (C).
THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY LENDER (WITH RESPECT TO
ANY ENTRY RELATING TO SUCH LENDER'S LOANS) AT ANY REASONABLE TIME AND FROM TIME
TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE (AN "SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO
TIME BY THE GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE BORROWER, THE
OPTION TO PROVIDE TO THE BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING
LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE TO THE BORROWER ON THE CLOSING DATE
PURSUANT TO THIS AGREEMENT; PROVIDED, THAT (I) NOTHING HEREIN SHALL CONSTITUTE A
COMMITMENT BY ANY SPC TO MAKE ANY LOAN AND (II) IF AN SPC ELECTS NOT TO EXERCISE
SUCH OPTION OR OTHERWISE FAILS TO PROVIDE 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 COMMITMENT
OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS IF, SUCH LOAN WERE MADE BY
SUCH 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 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 SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
PERSON IN INSTITUTING AGAINST, SUCH SPC ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT,
99
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 11.8, ANY SPC 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