FAILS TO PROVIDE ALL OR ANY PART OF
SUCH REVOLVING CREDIT ADVANCE, THE GRANTING BANK SHALL BE OBLIGATED TO MAKE SUCH
REVOLVING CREDIT ADVANCE PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A
REVOLVING CREDIT ADVANCE BY A SPC HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE
GRANTING BANK TO THE SAME EXTENT, AND AS IF, SUCH REVOLVING CREDIT ADVANCE 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 SECTION, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT
THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY
PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN ANY
REVOLVING CREDIT ADVANCES TO THE GRANTING BANK OR TO ANY FINANCIAL INSTITUTIONS
(CONSENTED TO BY THE ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT
SUPPORT TO OR FOR THE ACCOUNT OF SUCH SPC TO SUPPORT THE FUNDING OR MAINTENANCE
OF REVOLVING CREDIT ADVANCES AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY
NON-PUBLIC INFORMATION RELATING TO ITS REVOLVING CREDIT ADVANCES TO ANY RATING
AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT
OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
THIS SECTION MAY NOT BE AMENDED WITHOUT
THE WRITTEN CONSENT OF THE SPC.
57
(I)
NOTWITHSTANDING ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, EACH LENDER, ON BEHALF OF ITSELF AND ITS APPROVED
FUNDS, EFFECTIVE ON AND AS OF THE DATE ON WHICH IT BECOMES A LENDER EITHER AS A
RESULT OF EXECUTING THIS AGREEMENT OR PURSUANT TO THIS SECTION 8.07, HEREBY
RELEASES AND FOREVER DISCHARGES THE BORROWER AND CREDIT SUISSE FIRST BOSTON (IN
ITS INDIVIDUAL CAPACITY AND AS ADMINISTRATIVE AGENT UNDER THE EXISTING CREDIT
AGREEMENT), AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS,
AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION,
DEMANDS, OBLIGATIONS, AND LIABILITIES OF EVERY NATURE AND REASON IN ANY WAY
ARISING OUT OF OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ANY CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, OBLIGATIONS,
OR LIABILITIES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, SECTION 2.7 OR 9.1
OF THE EXISTING CREDIT AGREEMENT).
EACH SUCH LENDER FURTHER REPRESENTS AND
WARRANTS TO THE BORROWER AND CREDIT SUISSE FIRST BOSTON THAT ANY APPROVED FUND
OF SUCH LENDER, IF ANY, WHICH WAS A PARTY TO THE EXISTING CREDIT AGREEMENT HAS
EXECUTED AND DELIVERED TO THE