HEREIN, ANY
SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE BORROWER AND THE
ADMINISTRATIVE AGENT AND WITH THE PAYMENT OF A PROCESSING FEE OF $3,500, ASSIGN
ALL OR ANY PORTION OF ITS RIGHT TO RECEIVE PAYMENT WITH RESPECT TO ANY LOAN TO
THE GRANTING LENDER AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC
INFORMATION RELATING TO ITS FUNDING OF LOANS TO ANY RATING AGENCY, COMMERCIAL
PAPER DEALER OR PROVIDER OF ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY
ENHANCEMENT TO SUCH SPC.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, (1)
ANY LENDER MAY IN ACCORDANCE WITH APPLICABLE LAW CREATE A SECURITY INTEREST IN
ALL OR ANY PORTION OF THE LOANS OWING TO IT AND THE NOTE, IF ANY, HELD BY IT AND
(2) ANY LENDER THAT IS A FUND MAY CREATE A SECURITY INTEREST IN ALL OR ANY
PORTION OF THE LOANS OWING TO IT AND THE NOTE, IF ANY, HELD BY IT TO THE TRUSTEE
FOR HOLDERS OF OBLIGATIONS OWED, OR SECURITIES ISSUED, BY SUCH FUND AS SECURITY
FOR SUCH OBLIGATIONS OR SECURITIES; PROVIDED THAT UNLESS AND UNTIL SUCH TRUSTEE
ACTUALLY BECOMES A LENDER IN COMPLIANCE WITH THE OTHER PROVISIONS OF THIS
SECTION 10.07, (I) NO SUCH PLEDGE SHALL RELEASE THE PLEDGING LENDER FROM ANY OF
ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND (II) SUCH TRUSTEE SHALL NOT BE
ENTITLED TO EXERCISE ANY OF THE RIGHTS OF A LENDER UNDER THE LOAN DOCUMENTS EVEN
THOUGH SUCH TRUSTEE MAY HAVE ACQUIRED OWNERSHIP RIGHTS WITH RESPECT TO THE
PLEDGED INTEREST THROUGH FORECLOSURE OR OTHERWISE.
(J)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
L/C ISSUER OR THE SWING LINE LENDER MAY, UPON THIRTY (30) DAYS' NOTICE TO THE
BORROWER AND THE LENDERS, RESIGN AS AN L/C ISSUER OR THE SWING LINE LENDER,
RESPECTIVELY; PROVIDED THAT ON OR PRIOR TO THE EXPIRATION OF SUCH 30-DAY PERIOD
WITH RESPECT TO SUCH RESIGNATION, THE RELEVANT L/C ISSUER OR THE SWING LINE
LENDER SHALL HAVE IDENTIFIED, IN CONSULTATION WITH THE BORROWER, A SUCCESSOR L/C
ISSUER OR SWING LINE LENDER WILLING TO ACCEPT ITS APPOINTMENT AS SUCCESSOR L/C
ISSUER OR SWING LINE LENDER, AS APPLICABLE.
IN THE EVENT OF ANY SUCH
RESIGNATION OF AN L/C ISSUER OR THE SWING LINE LENDER, THE BORROWER SHALL BE
ENTITLED TO APPOINT FROM AMONG THE LENDERS WILLING TO ACCEPT SUCH APPOINTMENT A
SUCCESSOR L/C ISSUER OR SWING LINE LENDER HEREUNDER; PROVIDED THAT NO FAILURE BY
THE BORROWER TO APPOINT ANY SUCH SUCCESSOR SHALL AFFECT THE RESIGNATION OF THE
RELEVANT L/C ISSUER OR THE SWING LINE LENDER, AS THE CASE MAY BE.
IF AN L/C
ISSUER RESIGNS AS AN L/C ISSUER, IT SHALL RETAIN ALL THE RIGHTS AND OBLIGATIONS
OF AN L/C ISSUER HEREUNDER WITH RESPECT TO ALL LETTERS OF CREDIT OUTSTANDING AS
OF THE EFFECTIVE DATE OF ITS RESIGNATION AS AN L/C ISSUER AND ALL L/C
OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT TO REQUIRE THE LENDERS TO
MAKE BASE RATE LOANS OR FUND RISK PARTICIPATIONS IN UNREIMBURSED AMOUNTS
PURSUANT TO SECTION 2.03(C)).
IF