are
provided to such parties (or their representatives) relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the United States federal income tax treatment or tax structure of the
transactions contemplated hereby.
SECTION 8.9.
LIABILITY OF OWNER TRUSTEE.
IT
IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT (A) THIS LOAN
AGREEMENT IS EXECUTED AND DELIVERED BY WILMINGTON TRUST COMPANY, NOT
INDIVIDUALLY OR PERSONALLY BUT SOLELY AS OWNER TRUSTEE UNDER THE TRUST
AGREEMENT, IN THE EXERCISE OF THE POWERS AND AUTHORITY CONFERRED AND VESTED IN
IT AS THE OWNER TRUSTEE, (B) EACH OF THE REPRESENTATIONS, UNDERTAKINGS AND
AGREEMENTS HEREIN MADE ON THE PART OF THE BORROWER IS MADE AND INTENDED NOT AS
PERSONAL REPRESENTATIONS, UNDERTAKINGS AND AGREEMENTS BY WILMINGTON TRUST
COMPANY BUT IS MADE AND INTENDED FOR THE PURPOSE FOR BINDING ONLY THE BORROWER,
(C) NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS CREATING ANY LIABILITY ON
WILMINGTON TRUST COMPANY, INDIVIDUALLY OR PERSONALLY, TO PERFORM ANY COVENANT
EITHER EXPRESSED OR IMPLIED CONTAINED HEREIN, ALL SUCH LIABILITY, IF ANY, BEING
EXPRESSLY WAIVED BY THE OTHER PARTIES HERETO AND BY ANY PERSON CLAIMING BY,
THROUGH OR UNDER SUCH PARTIES AND (D) UNDER NO CIRCUMSTANCES SHALL WILMINGTON
TRUST COMPANY BE PERSONALLY LIABLE FOR THE PAYMENT OF ANY INDEBTEDNESS OR
EXPENSES OF THE BORROWER OR BE LIABLE FOR THE BREACH OR FAILURE OF ANY
OBLIGATION, REPRESENTATION, WARRANTY OR COVENANT MADE OR UNDERTAKEN BY THE
BORROWER UNDER THIS LOAN AGREEMENT.
SECTION 8.10.
NO BANKRUPTCY PETITION AGAINST THE
LENDER.
THE BORROWER HEREBY COVENANTS AND AGREES THAT, PRIOR TO THE DATE WHICH
IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL
PAPER OR OTHER INDEBTEDNESS OF THE LENDERS, IT WILL NOT INSTITUTE AGAINST, OR
JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, ANY LENDER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY, OR LIQUIDATION PROCEEDINGS OR OTHER
SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE
UNITED STATES.
SECTION 8.11.
NO RECOURSE AGAINST LENDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LOAN AGREEMENT, THE
OBLIGATIONS OF THE LENDERS UNDER THIS LOAN AGREEMENT AND ALL OTHER OPERATIVE
DOCUMENTS ARE SOLELY THE CORPORATE OBLIGATIONS OF THE LENDERS AND SHALL BE
PAYABLE SOLELY TO THE EXTENT OF FUNDS RECEIVED FROM THE BORROWER IN ACCORDANCE
HEREWITH OR FROM ANY PARTY TO ANY OPERATIVE DOCUMENT IN ACCORDANCE WITH THE
TERMS THEREOF IN EXCESS OF FUNDS NECESSARY TO PAY MATURED AND MATURING
COMMERCIAL PAPER.
SECTION 8.12.
ASSIGNMENT BY LENDERS TO CONDUIT
ASSIGNEE.
(a)
Without limiting Section 2.14 or 8.6
hereof, a Lender may, from time to time, with prior or concurrent notice to the
Borrower and the Master Servicer, in one transaction
44
or a series of transactions, assign all or a portion of the Net Investment