AGENT AND THE RELATED ALTERNATE INVESTORS), (III) IF REQUESTED BY
A RELATED CONDUIT INVESTOR, SHALL ENTER INTO SUCH AGREEMENTS AS REQUESTED BY
SUCH CONDUIT INVESTOR PURSUANT TO WHICH THEY SHALL BE OBLIGATED TO PROVIDE
FUNDING TO SUCH CONDUIT ASSIGNEE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS
AS IS PROVIDED FOR IN THIS AGREEMENT IN RESPECT OF SUCH CONDUIT INVESTOR (OR
WHICH AGREEMENTS SHALL BE OTHERWISE REASONABLY SATISFACTORY TO SUCH CONDUIT
INVESTOR AND THE RELATED ALTERNATE INVESTORS), AND (IV) SHALL TAKE SUCH ACTIONS
AS THE AGENT SHALL REASONABLY REQUEST IN CONNECTION THEREWITH.
(F)
THE SPV, THE SERVICER AND EACH ORIGINATOR
HEREBY AGREES AND CONSENTS TO THE ASSIGNMENT BY ANY CONDUIT INVESTOR FROM TIME
TO TIME OF ALL OR ANY PART OF ITS RIGHTS UNDER, INTEREST IN AND TITLE TO THIS
AGREEMENT AND THE ASSET INTEREST TO ANY PROGRAM SUPPORT PROVIDER.
IN ADDITION,
THE SPV, THE SERVICER AND EACH ORIGINATOR HEREBY CONSENTS TO AND ACKNOWLEDGES
THE ASSIGNMENT BY ANY CONDUIT INVESTOR OF ALL OF ITS RIGHTS UNDER, INTEREST IN
AND TITLE TO THIS AGREEMENT AND THE ASSET INTEREST TO THE RELATED CLASS AGENT OR
THE RELATED COLLATERAL AGENT.
SECTION 11.9
WAIVER OF CONFIDENTIALITY.
The SPV, the Servicer and each Originator hereby consents to the disclosure of
any non-public information with respect to it received by the Agent, any
Investor or the Class Agents to any other Investor or potential Investor, the
Agent, any nationally recognized statistical rating organization rating any
Conduit Investor's Commercial Paper, any dealer or placement agent of or
depositary for such Conduit Investor's Commercial Paper, any Class Agent, any
Collateral Agent, any Program Support Provider or any of such Person's counsel
or accountants in relation to this Agreement or any other Transaction Document;
provided, however, that such Person shall have agreed to maintain the
confidentiality of such information in the manner described under Section 11.10.
SECTION 11.10
CONFIDENTIALITY AGREEMENT.
The SPV, the Servicer and each Originator hereby agrees that it will not
disclose the contents of this Agreement or any other Transaction Document or any
other proprietary or confidential information of or with respect to any
Investor, the Agent, any Class Agent, any Collateral Agent or any Program
Support Provider to any other Person (the "Confidential Information") except
(a) its auditors and attorneys, employees or financial advisors (other than any
commercial bank other than as provided herein) and any nationally recognized
statistical rating organization, provided such auditors, attorneys, employees,
financial advisors or rating agencies are informed of the highly confidential
nature of such information, (b) as otherwise required by applicable law or order
of a court of competent jurisdiction or (c) JPMorgan Chase and its attorneys
pursuant to the terms of the Intercreditor Agreement; provided that any of the
SPV, the Servicer and any Originator shall not be liable under this
Section 11.10 if any portion or all of the Confidential Information becomes
public through means other than directly by the SPV, the Servicer or any
Originator.
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SECTION 11.11
NO BANKRUPTCY PETITION AGAINST THE CONDUIT
INVESTORS.
The