EACH OTHER PARTY HERETO SHALL CONTINUE TO DEAL SOLELY WITH
SUCH LENDER, WHICH SHALL REMAIN THE HOLDER OF THE OBLIGATIONS IN THE REGISTER,
EXCEPT THAT (A) EACH SUCH PARTICIPANT AND SPV SHALL BE ENTITLED TO THE BENEFIT
OF SECTION 1.9, SECTION 1.11 AND SECTION 1.12, BUT, IN THE CASE OF SECTION 1.11,
ONLY TO THE EXTENT THE BORROWER AGENT AND THE ADMINISTRATIVE AGENT RECEIVE A
CERTIFICATE OF EXEMPTION WITH RESPECT TO ANY SUCH PARTICIPANT OR SPV THAT IS A
59
FOREIGN PERSON AND IN EACH SUCH CASE ONLY TO THE EXTENT OF ANY AMOUNT TO WHICH
SUCH LENDER WOULD BE ENTITLED IN THE ABSENCE OF ANY SUCH GRANT OR PARTICIPATION
AND (B) EACH SUCH SPV MAY RECEIVE OTHER PAYMENTS THAT WOULD OTHERWISE BE MADE TO
SUCH LENDER WITH RESPECT TO LOANS FUNDED BY SUCH SPV TO THE EXTENT PROVIDED IN
THE APPLICABLE OPTION AGREEMENT AND SET FORTH IN A NOTICE PROVIDED TO THE
ADMINISTRATIVE AGENT BY SUCH SPV AND SUCH LENDER; PROVIDED, THAT IN NO CASE
(INCLUDING PURSUANT TO CLAUSE (A) OR (B) ABOVE) SHALL AN SPV OR PARTICIPANT HAVE
THE RIGHT TO ENFORCE ANY OF THE TERMS OF ANY LOAN DOCUMENT, AND (III) THE
CONSENT OF SUCH SPV OR PARTICIPANT SHALL NOT BE REQUIRED (EITHER DIRECTLY, AS A
RESTRAINT ON SUCH LENDER'S ABILITY TO CONSENT HEREUNDER OR OTHERWISE) FOR ANY
AMENDMENTS, WAIVERS OR CONSENTS WITH RESPECT TO ANY LOAN DOCUMENT OR TO EXERCISE
OR REFRAIN FROM EXERCISING ANY POWERS OR RIGHTS SUCH LENDER MAY HAVE UNDER OR IN
RESPECT OF THE LOAN DOCUMENTS (INCLUDING THE RIGHT TO ENFORCE OR DIRECT
ENFORCEMENT OF THE OBLIGATIONS), EXCEPT FOR THOSE DESCRIBED IN CLAUSES
(III)(B) AND (III)(C) OF SECTION 13.2(A) WITH RESPECT TO AMOUNTS, OR DATES FIXED
FOR PAYMENT OF AMOUNTS, TO WHICH SUCH PARTICIPANT OR SPV WOULD OTHERWISE BE
ENTITLED AND, IN THE CASE OF PARTICIPANTS, EXCEPT FOR THOSE DESCRIBED IN
SECTION 13.2(A)(VII) (OR AMENDMENTS, CONSENTS AND WAIVERS WITH RESPECT TO
SECTION 10.9 TO RELEASE ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL). NO PARTY
HERETO SHALL INSTITUTE AGAINST ANY SPV GRANTEE OF AN OPTION PURSUANT TO THIS
CLAUSE (E) ANY BANKRUPTCY, REORGANIZATION, INSOLVENCY, LIQUIDATION OR SIMILAR
PROCEEDING, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN
FULL OF ALL OUTSTANDING COMMERCIAL PAPER OF SUCH SPV; PROVIDED, HOWEVER, THAT
EACH LENDER HAVING DESIGNATED AN SPV AS SUCH AGREES TO INDEMNIFY EACH
INDEMNIFIED PERSON AGAINST ANY LIABILITY THAT MAY BE INCURRED BY, OR ASSERTED
AGAINST, SUCH INDEMNIFIED PERSON AS A RESULT OF FAILING TO INSTITUTE SUCH
PROCEEDING (INCLUDING A FAILURE TO GET REIMBURSED BY SUCH SPV FOR ANY SUCH
LIABILITY). THE AGREEMENT IN THE PRECEDING SENTENCE SHALL SURVIVE THE
TERMINATION OF THE COMMITMENTS AND THE PAYMENT IN FULL OF THE OBLIGATIONS.
11.2
Appointment of Administrative Agent
(A)
EACH OF THE LENDERS HEREBY IRREVOCABLY APPOINTS WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION TO ACT ON ITS BEHALF AS THE ADMINISTRATIVE AGENT
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AND AUTHORIZES THE ADMINISTRATIVE
AGENT TO TAKE SUCH ACTIONS ON ITS