ANY LOAN THAT SUCH GRANTING BANK WOULD OTHERWISE BE
OBLIGATED TO MAKE TO SUCH BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I)
NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN, (II)
IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL
OR ANY PART OF SUCH LOAN, THE GRANTING BANK SHALL BE OBLIGATED TO MAKE SUCH LOAN
PURSUANT TO THE TERMS HEREOF AND (III) IN THE CASE OF (A) A CANADIAN COMMITMENT
OR CANADIAN LOANS, SUCH SPC IS A CANADIAN RESIDENT AND (B) A PESO COMMITMENT OR
PESO LOANS, SUCH SPC IS A MEXICAN RESIDENT.
THE MAKING OF A LOAN BY AN SPC
HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING BANK TO THE SAME EXTENT,
AND AS IF, SUCH LOAN WERE MADE BY SUCH GRANTING BANK.
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 BANK).
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, 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 SUBSECTION
14.6 ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF,
ANY BORROWER AND THE GENERAL ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY
PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN ANY LOANS
TO THE GRANTING BANK OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY ANY
BORROWER AND ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO
OR FOR THE ACCOUNT OF SUCH SPC 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 SPC.
THIS
SUBSECTION MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF EACH SPC TO WHICH A
GRANT HAS BEEN MADE PURSUANT TO THIS SUBSECTION.
14.7.
ADJUSTMENTS; SETOFF.
(A)
IF ANY LENDER (A "BENEFITED LENDER") AT ANY
TIME SHALL RECEIVE ANY PAYMENT OF ALL OR PART OF ITS LOANS OF A CERTAIN CLASS,
OR INTEREST THEREON, OR RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER
VOLUNTARILY OR INVOLUNTARILY, BY SETOFF, PURSUANT TO EVENTS OR PROCEEDINGS OF
THE NATURE REFERRED TO IN SUBSECTION 12(F), OR OTHERWISE), IN A GREATER
PROPORTION THAN ANY SUCH PAYMENT TO OR COLLATERAL RECEIVED BY ANY OTHER LENDER
HAVING LOANS OF SUCH CLASS, IF ANY, IN RESPECT OF SUCH OTHER LENDER'S LOANS OF
SUCH CLASS, OR INTEREST THEREON, SUCH BENEFITED LENDER SHALL PURCHASE FOR CASH